(I)
INVOICES FOR PORTIONS OF THE LEASEHOLD WORK, (II) PARTIAL LIEN WAIVERS FOR SUCH
WORK FROM ALL PERSONS OR ENTITIES THAT COULD FILE MECHANICS' OR MATERIALMEN'S
LIENS AGAINST THE BUILDING OR THE LAND WITH RESPECT TO ALL WORK PERFORMED OR
SERVICES OR MATERIALS PROVIDED THROUGH THE DATE OF EACH SUCH INVOICE (SUBJECT
ONLY TO RECEIPT OF THE REQUISITIONED AMOUNT), (III) EVIDENCE THAT ALL LABOR OR
MATERIALS INCLUDED WITHIN THE LEASEHOLD WORK FOR WHICH A REQUISITION IS BEING
SUBMITTED HAS BEEN INCORPORATED INTO THE UNIFIED PREMISES IN ACCORDANCE WITH
THIS WORK AGREEMENT, (IV) WRITTEN AUTHORIZATION FROM TENANT TO DISBURSE THE
PORTION OF THE IMPROVEMENTS ALLOWANCE BEING REQUISITIONED AND (V) SUCH OTHER
DOCUMENTATION AS MAY BE REASONABLY REQUESTED BY LANDLORD OR ITS LENDER.
IN THE EVENT THAT THE ACTUAL LEASEHOLD COST IS GREATER THAN THE LEASEHOLD
CONTRACTOR'S APPROVED BID THEREOF PLUS THE COST OF CHANGE ORDERS, THEN, EXCEPT
TO THE EXTENT THAT SUCH EXCESS RESULTS FROM ANY LANDLORD DELAY OR LANDLORD'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TENANT SHALL PAY TO LANDLORD AS
ADDITIONAL RENT THE EXCESS OF THE ACTUAL LEASEHOLD COST OVER THE IMPROVEMENTS
ALLOWANCE AS AND WHEN SUCH PAYMENTS ARE DUE (I.E., TENANT SHALL PAY ITS PRO RATA
SHARE OF EACH REQUISITION AS DESCRIBED IN PARAGRAPH 7(B) HEREOF).
SUBJECT TO
COMPLIANCE WITH THE PROVISIONS OF PARAGRAPH 8 WITH RESPECT TO APPLICATION OF THE
IMPROVEMENTS ALLOWANCE, ANY PORTION OF THE IMPROVEMENTS ALLOWANCE THAT REMAINS
UNRESERVED AND UNAPPLIED BY JULY 21, 2005 (BUT NOT IN EXCESS OF FIVE DOLLARS
($5.00) PER RENTABLE SQUARE FOOT) SHALL BE APPLIED AGAINST THE ANNUAL BASE RENT
FIRST DUE AND OWING FOLLOWING THE LEASE COMMENCEMENT DATE (THE "BASE RENT
ALLOTMENT").
IN ADDITION, TENANT MAY USE UP TO FIVE DOLLARS ($5.00) PER
RENTABLE SQUARE FOOT FOR RELOCATION COSTS, INCLUDING, MOVERS, CONSULTANTS,
FURNITURE AND EQUIPMENT TAKEDOWN AND SET UP, DATA AND TELEPHONE CABLING AND
SIGNAGE (THE "RELOCATION ALLOTMENT").
ANY UNAPPLIED PORTION OF THE IMPROVEMENTS
ALLOWANCE IN EXCESS OF THE BASE RENT ALLOTMENT AND THE RELOCATION ALLOTMENT
SHALL BE DEEMED WAIVED AND FORFEITED.
IMPROVEMENTS ALLOWANCE.
LANDLORD HEREBY AGREES TO GRANT TENANT AN
ALLOWANCE (THE "IMPROVEMENTS ALLOWANCE") IN AN AMOUNT EQUAL TO ELEVEN MILLION
TWO HUNDRED TWENTY-ONE THOUSAND THREE HUNDRED DOLLARS ($11,221,300.00), TO BE
APPLIED IN ACCORDANCE WITH THIS WORK AGREEMENT.
A PORTION OF THE IMPROVEMENTS
ALLOWANCE PROVIDED TO WILSON UNDER THE WILSON LEASE IN THE AMOUNT OF TWO MILLION
NINE HUNDRED FORTY-ONE THOUSAND SEVEN HUNDRED FORTY-ONE DOLLARS ($2,941,741.00)
(THE "UNFUNDED WILSON ALLOWANCE") HAS NOT YET BEEN DISBURSED UNDER THE WILSON
LEASE, LANDLORD'S AGREEMENT TO ADVANCE UNFUNDED WILSON ALLOWANCE SHALL BE DEEMED
TO SATISFY LANDLORD'S OBLIGATION UNDER THE WILSON LEASE TO ADVANCE ANY FURTHER
ALLOWANCE TO WILSON EXCEPT TO THE EXTENT ANY PORTION OF THE UNFUNDED WILSON
ALLOWANCE REMAINS UNDISBURSED (AND UNCOMMITTED) AS OF THE DATE OF ANY
TERMINATION OF THE WILSON SUBLEASE.
THE PARTIES HEREBY AGREE THAT (A) AT LEAST
THREE MILLION SEVEN HUNDRED TWENTY-FOUR THOUSAND NINE HUNDRED THIRTY DOLLARS
($3,724,930.00) SHALL BE APPLIED TOWARD THE COST OF LEASEHOLD WORK-WILSON
PREMISES (SUBJECT TO TENANT APPLYING (AS PROVIDED IN PARAGRAPH 7(C) HEREOF)