Common use of Funding of the Improvement Allowance Clause in Contracts

Funding of the Improvement Allowance. Tenant may from time to time deliver to Landlord a request for payment of all or a portion of the Improvement Allowance (provided that in no event shall Tenant make more than one [1] request in any calendar month), accompanied by all of the following in form and substance satisfactory to Landlord: (a) a certificate duly executed by Tenant’s Architect certifying that the applicable portion of the Tenant Improvements for which reimbursement is being sought are Substantially Completed; (b) with respect to the final request for disbursement, a final Certificate of Occupancy for the Premises; (c) duly executed conditional lien waivers (or duly executed final and unconditional lien waivers, if in connection with the final request for disbursement) and such other affidavits, sworn statements, certificates, information, and data as may be requested by Landlord from all general contractors, subcontractors and materialmen performing work on the Premises for which reimbursement is being sought; (d) such documentation as Landlord deems reasonably necessary to obtain an endorsement to the policy of title insurance insuring Landlord’s lender, if any; (e) with respect to the final request for disbursement, copies of all warranties and guaranties relating to the Tenant Improvements together with duly executed assignments thereof to Landlord; (f) an itemized computation of the actual Approved Costs incurred by Tenant (“Actual Costs”) for the applicable portion of the Tenant Improvements; (g) with respect to the final request for disbursement, final as-built plans and specifications for the Tenant Improvements; and (h) with respect to the final request for disbursement, such other information and documentation as Landlord may reasonably request to evidence the proper, lien-free Substantial Completion of the Tenant Improvements. Unless Landlord reasonably disputes Tenant’s assertion that Substantial Completion of the Tenant Improvements has occurred, upon Landlord’s receipt, review and reasonable approval of all of the foregoing, Landlord will pay to Tenant the amount of the Actual Costs, up to the maximum amount of the Improvement Allowance. Landlord may retain from each such payment an amount equal to 10% of each such disbursement, which retained amount will be paid to Tenant when all punch list items for the Tenant Improvements are completed to Landlord’s satisfaction. In no event will Landlord have any obligation to pay for any costs of the Tenant Improvements in excess of the Improvement Allowance or to perform any work in the Premises that is not expressly contemplated by this Lease, unless otherwise hereafter agreed to in writing by the parties hereto. Tenant shall be solely responsible for any and all costs of constructing the Tenant Improvements in excess of the Improvement Allowance. Tenant shall not be entitled to any credit or payment from Landlord for any portion of the Improvement Allowance not used by Tenant on or before March 1, 2018.

Funding of the Improvement Allowance. The Improvement Allowance and Preliminary Planning Allowance shall be disbursed by Landlord to reimburse Tenant may from time for all costs reasonably incurred by Tenant in connection with the construction and installation of the Tenant Improvements (including Soft Costs, contractor overhead, hard costs directly related to time deliver construction of the Tenant Improvements, the purchase and installation of fixtures, the installation of technology/audio visual and similar equipment and signage). Notwithstanding anything herein to Landlord a request for payment of all or a the contrary, the portion of the Improvement Allowance that may be applied to pay Soft Costs shall not exceed twenty percent (provided that in no event shall Tenant make more than one [1] request in any calendar month), accompanied by all 20%) of the following Improvement Allowance. Landlord will charge Tenant a construction management fee in form and substance satisfactory an amount equal to Landlord: one percent (a1%) a certificate duly executed by Tenant’s Architect certifying that the applicable portion of the total hard costs and Soft Costs of the Work, which amount will be deducted from the Improvement Allowance and retained by Landlord when Landlord disburses the Improvement Allowance. The Improvement Allowance (less 10% retainage) and Preliminary Planning Allowance shall be disbursed by Landlord to Tenant Improvements from time to time, but not more often than monthly, within thirty (30) days of Landlord's receipt of a written request for disbursement from Tenant together with (i) copies of paid invoices for all Soft Costs and Work for which Tenant requests reimbursement is being sought are Substantially Completed; (b) with respect to the final request for disbursement, a final Certificate of Occupancy for the Premises; (c) duly executed conditional lien waivers (or duly executed final and unconditional lien waiverswaivers in form of Exhibit D-1 attached hereto or otherwise strictly conforming to the requirements of the Texas Property Code, if in connection with the final request for disbursementand (ii) and such other affidavits, sworn statements, certificates, information, and data as may be requested by Landlord from all general contractors, subcontractors and materialmen performing work on the Premises for which reimbursement is being sought; (d) such documentation as Landlord deems reasonably necessary to obtain an endorsement to the policy of title insurance insuring Landlord’s lender, if any; (e) with respect to the final request for disbursement, copies of all warranties and guaranties relating to the Tenant Improvements together with duly executed assignments thereof to Landlord; (f) an itemized computation of the actual Approved Costs incurred by Tenant (“Actual Costs”) for the applicable portion of the Tenant Improvements; (g) with respect to the final request for disbursement, final as-built plans and specifications for the Tenant Improvements; and (h) with respect to the final request for disbursement, such other information and documentation as Landlord may reasonably request to evidence the proper, lien-free Substantial Completion completion of the Work for which Xxxxxx seeks reimbursement. The remaining 10% retainage shall be disbursed by Landlord upon Xxxxxxxx's receipt of a final written request for disbursement from Tenant Improvements. Unless Landlord reasonably disputes Tenant’s assertion together with (i) an all bills paid affidavit from Tenant confirming that Substantial Completion all costs and expenses incurred by or on behalf of Tenant in connection with the Work have been paid in full, (ii) copies of cancelled checks and paid invoices for all Soft Costs and Work for which Tenant requests reimbursement, (iii) final, unconditional lien waivers in form of Exhibit D-1 attached hereto or otherwise strictly conforming to the requirements of the Tenant Improvements has occurredTexas Property Code, upon Landlord’s receipt(iv) a final Certificate of Occupancy for the Premises (or portion thereof, review as applicable, as set forth in the approved Plans and reasonable approval of all Specifications), and (v) such other documentation as Landlord may reasonably request to evidence the final, lien- free completion of the foregoing, Landlord will pay Work (including all punchlist items) for which Xxxxxx seeks reimbursement. Tenant's failure to Tenant the amount of the Actual Costs, up to the maximum amount of the Improvement Allowance. Landlord may retain from each make any such payment an amount equal to 10% of each such disbursement, which retained amount will be paid to Tenant when all punch list items for the Tenant Improvements are completed to Landlord’s satisfaction. In no event will Landlord have any obligation to pay for any Soft Costs or other costs of the Work when due shall constitute a default under the Lease, entitling Landlord, subject to any applicable notice and/or grace periods provided in the Lease, to exercise any or all of its remedies under the Lease. Nothing in the Lease or this Tenant Improvements Agreement is intended or will be construed to constitute an obligation by Landlord with respect to the performance of the Work or to grant any lien rights in excess the Property or the Complex to any mechanic or materialman furnishing labor and/or materials to or for the benefit of Tenant with respect to the Work. If Tenant does not supply all invoices for repayment prior to the end of the twelfth (12th) calendar month following the Commencement Date (the "Reimbursement Deadline"), the portion of the Improvement Allowance or to perform any work in the Premises that is and Preliminary Planning Allowance not expressly contemplated by this Lease, unless otherwise hereafter agreed to in writing documented by the parties heretoTenant on the expiration of the Reimbursement Deadline will not be reimbursed by the Landlord. Tenant shall be solely responsible for any and all costs of constructing the Tenant Improvements Work in excess of the Improvement Allowance and Preliminary Planning Allowance. Tenant shall not be entitled to any credit or payment from Landlord for any portion Any amount of the Improvement Allowance not otherwise used by Tenant on or before March 1, 2018may be used for the payment of costs and expenses incurred by Tenant in connection with the installation of Tenant's Crown Signage.