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EXHIBIT 1F
<br />Tenant Improveltom Costs (dalitied below) (and ail other cases or expenses Incurred by Tenant in connection wi Ili the design and Camilla ctian of the
<br />Tenant Improvements) in excess of the Allowance Amount ("Excess Tenant Improvemen Cos Is") in accordance with the provisions of this Work
<br />Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to Incur any obligation to make any payment or
<br />disbursement in connection with Ilia design and construction of the Tenant Improvements, In a total amount which exceeds Ilia Allowance Amount,
<br />In any event, at all times Tenant shall pay and satisfy in full on a timely basis all obligations far payment incurred by Ten ant in connection with the
<br />design and construction of the Tenant Improvements. "Landlurd's Architect' means the qualified licensed architect designated by Landlord font
<br />time to time as Landlord's Architect.
<br />2.1,2 "Tenant Improvement Costs" means Ilia following: (i) the fees of the Architect mid the Engineers In exeeaa of the
<br />Space Planning Allowance; (11) Landlord's customary supervision fee (the "Supervision Fee") in all amount equal to three percent (N) of the total
<br />Tenant Improvement Costs (excluding die Supervision Pee); (III) all fees and costs incurred by, and the cost of documents and materials supplied by,
<br />Landlord and Landlord's consultants lit connection with the preparation and review of the Construction Drawings; (iv) the cost of any changes or
<br />modifications in or to the Common Areas or Base Building when such Changes are required in connection with Elie Tenant Improvements (which
<br />Shall Include, vwitnout limitation, any modifications or alterations to the path of travel fam/lo public transportation and public rightswFwoy, perking
<br />and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Construction
<br />Drawings or the Tenant Improvements required by Code; M) nil costs of (or relating to) construction of the Tenant improvements (without regard to
<br />the amount of tie Bid Estimate or Landlord's estimate of total Tannnl Improvement Costs), including, without limitation, testing and inspection
<br />costs, trash 'removal costs, parking fees, after-hours utilities usage, and contractors' fees and general conditions; (vii) One cost of cable and other
<br />telecommunications lines Installed as pat of Ilia Tenant Improvements, but specifically excluding may costs in connection with the installation of
<br />Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vllq plan check, permit fees, license fees, Title 24 fees and use
<br />taxes; and (Ix) the cost of Instailing Building Standard window coverings; and Is) the costs of the tenant demtsing walls and public corridor wails and
<br />materials to be Installed on the second floor relating to the drywall and nay finishes and hardware on the premises side of such walls as designated by
<br />Landlord,
<br />2,2 PUlliont of Excess Tenant improvement Costs by Tenant. Prior to commencement of perfomance or the Tenant
<br />Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall pay to Landlord in cash the
<br />endir" Estimated Excess Tenant improvement Cost (defined in Section 3.2.1 below). If al any time during tie course of performance of the Tenant
<br />Improvements, Landlord In good faith determines that the Excess Tenant Improvement Costs to be Incurred In connection Willi perfommneice of Una
<br />Tenant Improvements will exceed the amount of any amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section
<br />then not later than fuze (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord in cash the amount of
<br />such excess. Any failure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 2.3.2
<br />below) within the time periods specified above shall be treated as failure to pay Rent when Ilia some is due under the Lease, and notwithstanding
<br />anything in this Work Letter or die Lease to the contrary, (a) Landlord shall have the right to require die Contractor (defined below) to discontinue its
<br />performance of the Tenant Improvements until such time as Tenant complies With tine requirements of this Section 2 2, (b) any delays associated with
<br />any such discontinuance shall be deemed Tenant Delays (and shall not, in any case, constitute Landlord Delays) and (a) Landlord shall not be liable
<br />to Tenant for any ink itlonal costs, lost profits, lost economic opportunities or any fern of consequential damage which may rasult from any such
<br />discontinuance by Landlord under this Section 2 2,
<br />2.3 Disbuscmcnt• 42rroneilbhtlon or Costs, Landlord shall have the right to disburse the Allowance Amount togother with ell
<br />Deposits previously made by Tenant (collectively, the "Tenant Ctrodit Amount") forsuch Tenant Improvement Costs end In such order as Landlord
<br />Shall determine. Following final completion of the Tenant Improvements, Landlord shall reconcile (die 171 Cost Rcconcillntion") the total Tenant
<br />Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount.
<br />2.3.1 If The TI Cost Reconciliation indicates that the total Tenant Improvement Costs incurred or disbursed by Landlord
<br />hereunder exceed the Tenant Credit Amount, Tenant shall pay in cash to Landlord, the amount of the excess within three (3) business clays of
<br />Landlord's written request therefor,
<br />23.2 If the TI Cost Reconciliation Indicates that the Tenant Credit Amount exceeds die total Tenant Improvement Costs
<br />incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly rcurm (or at
<br />Landlord's election, credit against Tenant's obligations to pay Rent next coming due) file amount of such excess Deposits to Tenant, and (b) to the
<br />extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs ineared or disbursed bey
<br />Landlord hereunder (any such excess the "Unapplied Allowmnca Amount" ).then Tenant shall have the right, exercisable on or before the first(A)
<br />)
<br />anniversary of the Commencement Date to deliver a Disbursement Request (together with all of the other items described In Section 2.3 above)
<br />requesting: 0) disbursement of fonds from the Unapplied Allowance Amount On, (a) Tenant Improvement Costs paid directly by Tenant; (II)
<br />disbursement of up to S193,210,ag (i.e., $10.00 per RSF in the Initial Premises) ham die Unapplied Allowance Amount for FF&E Costs (defied
<br />below) Incurred by Tenant; and/or (nip disbar emenI of up to $94,40s.00 (i.e., $3.00 per RSF In the Initial Premises) front the Unapplied Allowance
<br />Amount for Cabling & Moving Costs (dormad below) Incurred by TononP, provided thin, fur the avoidance of doubt, Landlord shall have no
<br />obligation under this Section 2.3.2 or otherwise to: (A) disburse any amount In excess of Ilia Unapplied Allowance Amount, (0) disburse more than
<br />the amount specified in clause (If) above liar FME Costs. (C•) disburse more than the amount specified in clause (iii) above for Cabling and Moving
<br />Costs, (D) disburse any lands from the Unapplled Allowance Amount for which Tenant that nequesis disbursement oil or tiller the first anniversary of
<br />Ilia Commencement Date. "FF&E Costs" means costs Incurred by Tenant for furnhure, fixtures and equipment and cabling tirr the Premises, and
<br />"Cabling & NI living Coats" means costs incmmd by Tenant liar cabling installed in E a Ill and or for Tenant's move into the Promises,
<br />2.3,3 Nolwillhstanding anything to ilia conirmy in this Work Letter (or In any other provisions of this Lease), If the
<br />Allowance Amount exceeds the loud Tenant Improvevad Costs incurred or disbursed by landlord hereunder plus any amounts disbursed to Tenant
<br />under Section 2.3.2 above, Tenant shall not be entitled to tiny credit ogaina m• abntemani of Rcnt.
<br />811r fl'Clrlr Cmrrur Ur—Clll�ofSrtn(n atin Louse
<br />Exhibit C
<br />80A-542
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