Common use of Payment for Tenant Improvements Clause in Contracts

Payment for Tenant Improvements. Within six (6) months after execution of this Lease by both parties, Lessee shall deposit with Lessor an unconditional, irrevocable standby letter of credit in the amount of Fourteen Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor as beneficiary and providing for payment on presentation of Lessor's draft(s) on sight, without documents, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within ten (10) business days after the Budget is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent of the amount budgeted for Tenant Improvements (together with the cost of any Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow account. Said construction lender shall issue payments from said account pursuant to the construction contract for the Tenant Improvements until the account is exhausted, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage the construction of the Tenant Improvements for a supervision fee of 3% of the Budget (as the same may change by agreement of the parties) due and payable in nine equal monthly installments beginning on the first day of the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due to the General Contractor for the Tenant Improvements, acceptance of same by Lessee and commencement of payment of rent as to all Buildings, provided that if those events have not occurred prior to expiration of the letter of credit, Lessor shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this Lease.

Payment for Tenant Improvements. Within six five (6) months after execution of this Lease by both parties, Lessee shall deposit with Lessor an unconditional, irrevocable standby letter of credit in the amount of Fourteen Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor as beneficiary and providing for payment on presentation of Lessor's draft(s) on sight, without documents, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within ten (105) business days after the Budget is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent Lessee's share of the amount budgeted for the entire Tenant Improvements Improvement construction schedule (together with the cost of any Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow accountaccount with Lessor's Construction Lender the interest being credited to Lessee, provided that, if Lessor's Construction Lender fails to agree in writing that, upon any foreclosure, Lender or any other successor in interest to Lessor, will either apply the deposited amount in accordance with the provisions of this Lease or return same to Lessee, said escrow account shall be opened at an institution, other than Lessor's Construction Lender, pursuant to joint escrow instructions of Lessor and Lessee providing for disbursements in accordance with this Lease. Lessee's share is the portion of the budgeted amount not paid from the Tenant Improvement Allowance as described in the following sentence. Said construction lender (or other institutional escrow holder, as the case may be) shall issue payments from said account pursuant to the construction contract for the Tenant Improvements with a portion of each payment being taken from the Tenant Improvement Allowance (in the same ratio as the Tenant Improvement Allowance bears to the entire Budget total) and the balance being paid from Lessee's deposit, until the account Tenant Improvement Allowance is exhausted, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage the construction of the Tenant Improvements for a supervision fee of 32.5% of the Budget (as the same may change by agreement of the parties) due and payable in nine equal monthly installments beginning on the first day of the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due to the General Contractor for the Tenant Improvements, acceptance of same by Lessee and commencement of payment of rent as to all Buildings, provided that if those events have not occurred prior to expiration of the letter of credit, Lessor shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this Lease.

Payment for Tenant Improvements. Within six Tenant shall receive from ------------------------------- Landlord an allowance (6"Allowance") months after execution of this Lease by both parties, Lessee shall deposit with Lessor an unconditional, irrevocable standby letter of credit in the amount of Fourteen Million, Three Hundred Thousand Thirty Six and 40/100 Dollars ($14,300,000)36.40) per net rentable square foot for the first 73,500 of net rentable area leased by Tenant hereunder, with Lessor and Thirty One and 20/100 Dollars ($31.20) per net rentable square foot for all space in excess of 73,500 square feet of net rentable area leased by Tenant hereunder, all as beneficiary a credit against the Tenant Improvement work to be performed or paid as follows: (i) If the Initial Premises (as defined below) includes partial floors and providing for payment on presentation of Lessor's draft(sTenant wishes to finish the service areas (such as the computer room and mail room) on sightso as to be able to service the Building when it is fully occupied, without documentsLandlord will cause such service areas to be fully finished by the Commencement Date, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within ten (10) business days after Landlord shall pay the Budget is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent full share of the amount budgeted for Allowance allocable to such service areas. Rent and Additional Rent on such service areas shall be as set forth in Section 2(d) of Exhibit C attached hereto. (ii) The Allowance may be applied to all costs of design, architectural, engineering and construction fees; provided the Allowance allocable to a phase of the Premises upon which construction has not begun shall not be paid until commencement of Tenant Improvements construction on such phase. The Allowance shall be paid by Landlord upon receipt of invoices for work actually performed or materials supplied. (together iii) Any allocable portion of the Allowance not used with respect to a portion of the Premises shall be paid to Tenant upon demand or applied to the next phase of the Tenant Improvements. (iv) All costs of designing and constructing the Tenant Improvements in excess of the Allowance shall be borne solely by Tenant. If the budgeted cost of designing or constructing the Tenant Improvements exceeds the Allowance, all payments for the Tenant Improvements shall be shared by Landlord and Tenant in proportion to their estimated sharing of the total costs of the Tenant Improvements. Landlord may adjust that sharing ratio from time to time if the cost of any completing the Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow account. Said construction lender shall issue payments from said account has increased pursuant to change orders approved by Landlord and Tenant. Such amounts shall be paid by Landlord and Tenant on a monthly basis no later than the date required under the construction contract for the Tenant Improvements until the account is exhausted, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage the construction of the Tenant Improvements for a supervision fee of 3% of the Budget (as the same may change by agreement of the parties) due and payable in nine equal monthly installments beginning on the first day of the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due to the General Contractor for the Tenant Improvements, acceptance of same by Lessee and commencement of payment of rent as to all Buildings, provided that if those events have not occurred prior to expiration of the letter of credit, Lessor shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this Lease.

Payment for Tenant Improvements. Within six (6a) months after execution Landlord will provide to Tenant an allowance of this Lease by both parties, Lessee shall deposit with Lessor an unconditional, irrevocable standby letter of credit in the amount of Fourteen Million, Three Hundred Thousand Forty Dollars ($14,300,000), with Lessor as beneficiary and providing for payment on presentation of Lessor's draft(s40.00) on sight, without documents, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within ten (10) business days after the Budget is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent per usable square foot of the amount budgeted Premises (“Tenant Allowance”). Landlord and Tenant agree that the usable square foot area of the Premises is 59,038 square feet as previously measured in accordance with the “American National Standard ASNI/BOMA Z65.1-2010: Standard Method for Tenant Improvements Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (together with “BOMA Standard”). (b) Except as provided otherwise herein, the cost of constructing the Tenant Improvements, project management on behalf of Tenant, preparing the Space Plans and Working Drawings, Tenant’s signage permitted under the Lease, built-in furniture, cabinetry and other millwork and any communications infrastructure shall be charged against the Tenant Allowance. (c) In the event that Tenant shall request any changes or substitutions to the Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow account. Said construction lender shall issue payments from said account pursuant to after the construction contract Tenant Improvement Plans have been prepared and the Contractor’s bid for the Tenant Improvements until has been accepted, any additional costs which cause the account Tenant Improvements to exceed the Tenant Allowance shall be paid by Tenant, provided that Tenant approves such additional costs in writing before the work is exhausteddone. If Tenant does not approve such additional costs in a timely manner, whereupon any remaining payments the change or substitution will not be performed. (d) If the costs described in Paragraph 8(b) above are less than $37.50 per usable square foot in the Premises, the difference between the Tenant Allowance and such costs shall be split evenly between Landlord and Tenant. If the costs described in Paragraph 8(b) are between $37.51 and $39.99 per usable square foot, the difference between the Tenant Allowance and such costs shall belong entirely to Landlord. (e) If the costs described in Paragraph 8(b) above are greater than $40.00 per usable square foot in the Premises, the difference between the Tenant Allowance and such costs shall be paid by Tenant. Such payment shall be made 100% directly by Lessee. Lessor shall manage the construction of from the Tenant Improvements for a supervision fee of 3% of the Budget deposit (as the same may change by agreement of the partiesif any) due and payable in nine equal monthly installments beginning on the first day of the calendar month following the calendar month in which the Budget made pursuant to Paragraph 5(b). If such deposit is first approved. Lessor may draw down on the letters of credit in whole insufficient (or in part and in no such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with deposit has been made), Tenant shall pay any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due to the General Contractor for the Tenant Improvements, acceptance of same by Lessee and commencement of payment of rent as to all Buildings, provided that if those events have not occurred prior to expiration of the letter of credit, Lessor shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this Leasewithin 10 days after invoice.

Payment for Tenant Improvements. Within six Tenant shall pay all costs (6as set out in Article V, below) months after of the Tenant’s Work to the extent that the costs exceed the Tenant Improvement Allowance. Upon acceptance and execution of this Lease by both partiesthe Construction Contract as provided in Section 4.3 below, Lessee Tenant shall deposit with Lessor an unconditional, irrevocable standby letter Landlord the excess of credit in the amount of Fourteen Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor as beneficiary and providing for payment on presentation of Lessor's draft(s) on sight, without documents, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within ten (10) business days after the Budget is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent of the amount budgeted for Tenant Improvements (together with the cost of any Tenant’s Work over the Tenant Improvements already madeImprovement Allowance plus ten percent (10%) with Lessor's construction lender to be held of the total amount of the Construction Contract. Tenant shall include in an interest bearing escrow accountthe calculation of such deposit the total cost for Tenant’s Work under the Construction Contract. Said construction lender shall issue payments from said account All amounts deposited by Tenant pursuant to the construction contract for this Article III and the Tenant Improvements until Improvement Allowance are hereafter referred to as the account is exhausted“Deposited Funds”. Landlord shall make all payments to contractors, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage subcontractors, materialmen or suppliers (the "Construction Entities") for construction of the Tenant Improvements for a supervision fee upon fulfillment by Tenant of 3% each of the Budget following conditions: (as i) Tenant shall have deposited with Landlord funds equal to the same may change by agreement sum of the partiesexcess cost of Tenant’s Work over the Tenant Improvement Allowance plus ten percent (10%) due of the total amount of the Construction Contract and payable any increases of such excess cost arising out of Tenant changes as provided in nine equal monthly installments beginning on Section 2.7 above. (ii) On or before a date designated by Landlord (the “Submittal Date”) of each calendar month commencing with the first day of the calendar month following the calendar month execution of the Construction Contract and the deposit of funds as required by this Section 3.2.2, Landlord shall have received, as applicable: (A) in which the Budget is first approved. Lessor may draw down case of Contractor only, a request for payment, on the letters standard AIA (G702) form showing, by trade, the percentage of credit completion of the Tenant’s Work in whole the Premises (as reasonably extrapolated by Contractor through the end of the applicable month), detailing the portion of the work completed, and reasonably demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed, including invoices from all of its subcontractors (the “Subcontractors”); (B) invoices from all agents, materialmen, laborers and suppliers which are directly retained by Landlord or in part Tenant (collectively “Agents”) for labor rendered and in such amounts materials delivered to the Premises for the applicable payment period; (C) executed conditional mechanic’s lien releases from all of the Subcontractors and Agents, as it deems appropriate in its sole discretion if Lessee fails to applicable, which shall comply with any the appropriate provisions of its obligations under this Lease includingCalifornia Civil Code Section 3262(d); provided, without limitationhowever, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due to the General Contractor for the Tenant Improvements, acceptance of same by Lessee and commencement of payment of rent as to all Buildings, provided that if those events have not occurred prior to expiration of the letter of credit, Lessor shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to fees and expenses of the construction Architect, the engineers or installation Agents which are equipment suppliers, movers or consultants, for which the payment scheme set forth in items (B) and (C), above, is not applicable (collectively, the “Non-Construction Allowance Items”), Landlord shall have received on or before the applicable Submittal Date reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (D) all other customary information reasonably requested in good faith by Landlord. Submittal of Contractor’s request for payment shall be deemed to constitute authorization for Landlord to disburse to the Construction Entities (in accordance with the provisions of this Paragraph 3.2.2(ii)) the amounts set forth in the request for payment and to deduct such disbursements from the Deposited Funds. (iii) There shall be no lien or stop notice served, filed or recorded affecting the Tenant Improvements or for any other amount then due or unpaid under this Leaseon the Premises.

Payment for Tenant Improvements. Within six Landlord shall construct the Tenant Improvements including those items listed as Items 1 through 16 on the Approved Plans and the costs of designing and constructing such Tenant Improvements shall be at Landlord’s sole cost and expense (6) months after execution “Landlord Work”). Landlord shall also contribute up to $85,000.00 toward the cost of this Lease the Tenant Improvements other than the Landlord Work (“Allowance”). The amount of Allowance applied shall be repaid by both partiesTenant, Lessee shall deposit with Lessor as an unconditional, irrevocable standby letter of credit increase in the amount Base Monthly Rent, amortized over the initial Lease Term, at interest accruing at ten percent (10%) per annum commencing as of Fourteen Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor as beneficiary the Lease Commencement Date. Any cost of designing and providing for payment on presentation of Lessor's draft(s) on sight, without documents, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term constructing the Tenant Improvements other than Landlord’s Work and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretionexcess of the Allowance shall be at Tenant’s expense. Within Tenant shall reimburse Landlord for such costs within ten (10) business days after the Budget Landlord delivers to Tenant written documentation reasonably satisfactory to Tenant that Landlord has incurred expenses for which Tenant is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent liable hereunder. If Landlord's estimate of the amount budgeted for Tenant Improvements (together with the cost of construction shall exceed the Allowance, Landlord, prior to commencing any construction, shall submit to Tenant a written estimate setting forth the anticipated cost of the work, including but not limited to labor and materials, contractor's fees and permit fees. Within five (5) business days thereafter, Tenant shall either notify Landlord in writing of its approval of the cost estimate, or specify its objections thereto and any desired changes to the Approved Plans. If Tenant notifies Landlord of such objections and desired changes, Tenant shall work with Landlord to reach a mutually acceptable alternative cost estimate and if the parties cannot agree upon such alternative cost estimate within five (5) business days, Landlord shall not be required to accept any changes to the Approved Plans arising from Tenant’s objection. In the event that any Tenant Improvements already made) with Lessor's construction lender to be held caused changes result in an interest bearing escrow account. Said construction lender shall issue payments from said account pursuant to a delay in the construction contract for the Tenant Improvements until the account is exhausted, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage the completion of construction of the Tenant Improvements for a supervision fee of 3% and provided that Landlord so notifies Tenant at the time such alleged delay is occurring, Tenant agrees that the Commencement Date of the Budget (as Lease and the same may change by agreement of the parties) due and payable in nine equal monthly installments beginning on the first day of the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract date for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due to the General Contractor for the Tenant Improvements, acceptance of same by Lessee and commencement of payment of rent shall commence as to all Buildingsif such Tenant caused delay had not occurred, provided that if those events have not occurred prior to expiration of the letter of credit, Lessor shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this Leaseas reasonably documented by Landlord.

Payment for Tenant Improvements. a. Customer shall reimburse Xxxxxx for the Cost of Tenant Improvements that are consistent with the final agreed-upon budget and approved Field Change Orders in connection with the Tenant Improvements, including without limitation the following: (1) Payment of the cost of preparing the space plan and the final working drawings and specifications, including mechanical, electrical, plumbing and structural drawings and of all other aspects of the Final Agreed Plans. (2) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements. (3) Construction of all Tenant Improvements. (4) All other costs incurred by Xxxxxx in connection with the tenant improvement work addressed in this Work Letter Agreement, including without limitation design fees, agreed-upon construction management fees, the cost of building engineer coordination services and sales tax. b. Within six five (65) months after execution days of this Lease by both partiesXxxxxx’x receipt of any invoice or pay request related to the Tenant Improvements, Lessee Xxxxxx shall deposit provide Customer with Lessor an unconditional, irrevocable standby letter a copy of credit in such invoice or pay request. Customer shall pay to Xxxxxx the amount of Fourteen Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor as beneficiary and providing for payment charged on presentation of Lessor's draft(s) on sight, without documents, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within such invoices and/or pay requests within ten (10) business days after the Budget is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent of Customer’s receipt of a copy of the amount budgeted for same from Xxxxxx, provided such invoice contains backup documentation reasonably sufficient to describe the work performed. c. After the Final Agreed Plans have been prepared and the Cost of Tenant Improvements (together with the cost of any Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow account. Said construction lender shall issue payments from said account pursuant agreed upon by Xxxxxx and Customer, Customer may request changes or substitutions to the construction contract for the Tenant Improvements until the account is exhaustedFinal Agreed Plans, whereupon provided that any remaining payments additional costs thereof shall be made 100% directly paid by LesseeCustomer to Xxxxxx. Lessor Xxxxxx shall manage have the right to decline Customer’s request for a change to the Final Agreed Plans if the change would, in Xxxxxx’x opinion, delay construction of the Tenant Improvements for a supervision fee Improvements, unless Customer agrees in writing to the consequences of 3% such delay. x. Xxxxxx shall keep accurate records of the Budget (Cost of Tenant Improvement as they are incurred during construction. Customer shall have a right of reasonable access to such records and to all Tenant Improvement construction-related records. Customer and Xxxxxx shall cooperate in good faith to provide this access while minimizing interference with Xxxxxx’x operations. Not less often than monthly during construction, Xxxxxx shall furnish Customer with a summary report of such costs incurred since the same may change by agreement date of the partieslast report. Not later than sixty (60) due and payable in nine equal monthly installments beginning on days after the first day date of the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free Xxxxxx’x completion of punchlist items and final inspections issuance of a final permit “sign-offs” by the City of Seattle for the Co-Location Space, Xxxxxx shall submit to Customer an itemized, detailed statement of actually incurred Tenant Improvements, payment Improvement costs . Customer shall have the right to review all available documentation of all amounts actually incurred Tenant Improvement costs. The parties shall consult in good faith in an attempt to resolve any questions or objections raised by Customer concerning the statement of actually incurred Tenant Improvement costs. In the event that the cost of Xxxxxx’x Work increases due to the General Contractor for requirements of any governmental agency, Customer shall pay Xxxxxx the Tenant Improvements, acceptance amount of same by Lessee and commencement such increase within five (5) business days of payment of rent as to all Buildings, Xxxxxx’x written notice provided that if those events have not occurred prior to expiration of the letter of credit, Lessor such changes shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to processed through the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this LeaseField Change Order process set forth above.

Payment for Tenant Improvements. Within six Tenant shall receive from ------------------------------- Landlord an allowance (6"Allowance") months after execution of this Lease by both parties, Lessee shall deposit with Lessor an unconditional, irrevocable standby letter of credit in the amount of Fourteen Million, Three Hundred Thousand Thirty Five Dollars ($14,300,000)35.00) per square foot of net rentable area in the Premises as a credit against the Tenant Improvement work to be performed or paid as follows: (i) If the Initial Premises (as defined below) includes partial floors and Tenant wishes to finish the service areas (such as the computer room and mail room) so as to be able to service the Building when it is fully occupied, with Lessor as beneficiary and providing for payment provided such service areas are not on presentation of Lessor's draft(s) on sight, without documents, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within ten (10) business days after the Budget is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent Floor 2 of the amount budgeted for Building, Landlord will cause such service areas to be fully finished by the Commencement Date, and Landlord shall pay the full share of the Allowance allocable to such service areas. Rent and Additional Rent on such service areas shall be as set forth in Section 2(d) of Exhibit C attached hereto. (ii) The Allowance may be applied to all costs of design, architectural, engineering and construction fees; provided the Allowance allocable to a phase of the Premises upon which construction has not begun shall not be paid until commencement of Tenant Improvements construction on such phase. The Allowance shall be paid by Landlord upon receipt of invoices for work actually performed or materials supplied. (together iii) Any allocable portion of the Allowance not used with respect to a portion of the Premises shall be paid to Tenant upon demand or applied to the next phase of the Tenant Improvements. (iv) All costs of designing and constructing the Tenant Improvements in excess of the Allowance shall be borne solely by Tenant. If the budgeted cost of designing or constructing the Tenant Improvements exceeds the Allowance, all payments for the Tenant Improvements shall be shared by Landlord and Tenant in proportion to their estimated sharing of the total costs of the Tenant Improvements. Landlord may adjust that sharing ratio from time to time if the cost of any completing the Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow account. Said construction lender shall issue payments from said account has increased pursuant to change orders approved by Landlord and Tenant. Such amounts shall be paid by Landlord and Tenant on a monthly basis no later than the date required under the construction contract for the Tenant Improvements until the account is exhausted, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage the construction of the Tenant Improvements for a supervision fee of 3% of the Budget (as the same may change by agreement of the parties) due and payable in nine equal monthly installments beginning on the first day of the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due to the General Contractor for the Tenant Improvements, acceptance of same by Lessee and commencement of payment of rent as to all Buildings, provided that if those events have not occurred prior to expiration of the letter of credit, Lessor shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this Lease.

Payment for Tenant Improvements. Within six (6) months after execution of this Lease by both partiesPursuant to Exhibit "C", Lessee shall deposit with Lessor an unconditional, irrevocable standby letter of credit in the amount of Fourteen Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor as beneficiary and providing Tenant will pay for payment on presentation of Lessor's draft(s) on sight, without documents, drawable in whole the Tenant Improvements. Tenant may obtain a loan for all or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within ten (10) business days after the Budget is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent portion of the amount budgeted for Tenant Improvements (together with the cost of any Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow account. Said construction lender shall issue payments from said account pursuant to the construction contract for the Tenant Improvements until the account is exhausted, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage the construction of the Tenant Improvements for a supervision fee of 3% of the Budget (as the same may change by agreement of the parties) due and payable in nine equal monthly installments beginning on the first day of the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due to the General Contractor expended for the Tenant Improvements, acceptance of same which loan will not be secured by Lessee the Leased Premises or the Tenant Improvements in any manner. If Tenant obtains a loan, Landlord will pay all applicable loan origination points and/or financing acquisition fees (not exceeding two and commencement of payment of rent as to all Buildings, provided that if those events have not occurred prior to expiration one half percent (2-1/2%) of the letter loan amount) and reasonable and customary costs of creditobtaining the loan for typical commercial bank financing, Lessor shall be entitled limited, however, to draw on said letter a loan for the TI Payment amount described below. Within thirty (30) days after the earlier of credit (a) Tenant meets the annual targets for gross revenue and gross margins projected for year 2000 in accordance with the pro forma budget attached 35 42 hereto as Exhibit "I" over any four (4) consecutive calendar quarters, or (b) Tenant has timely paid all Rent and other amounts due hereunder for a period of five (5) full calendar years, or (c) Landlord's lender otherwise agrees to disburse the TI Payment described below, then Landlord will pay an amount (the "TI Payment") to Tenant equal to (i) the amount expended by Tenant for Tenant Improvements, not exceeding $25.00 per useable square foot of the Leased Premises, plus interest from the date such amounts were actually disbursed by Tenant at a rate of one and one half percent (1-1/2%) in excess of Bank One Arizona's publicly announced Prime Rate in effect from time to time, not exceeding eleven percent (11%) per annum (the "Interest Rate"), less (ii) an amount equal to any the rent saved because of the $2.25 per square foot discount described in Section 1(k) of this Lease together with interest on such rent savings at the Interest Rate from the date each such installment thereof would have been due. To the extent Tenant paid more than $25 per useable square foot of the Leased Premises for Tenant Improvements, Tenant may elect to have the excess, but not exceeding $10 per useable foot of the Leased Premises, amortized with 12% interest through Basic Rent increases. Tenant shall advise Landlord of its election to amortize such amount then outstanding with respect not later than Commencement of the Tenant Improvements. In that event Landlord would pay the principal amount to be amortized to Tenant on the construction same date when the TI Payment is made. The first $5 per useable square foot of the excess would be amortized over the next five (5) years of the Lease Term and the remainder would be amortized over the lesser of the next seven (7) years of the Lease Term or installation the remainder of Tenant Improvements or for any other amount then due or unpaid under this Leasethe Lease Term.

Payment for Tenant Improvements. Within six (6) months after -------------------------------- execution of this Lease by both parties, Lessee shall deposit with Lessor an unconditional, irrevocable standby letter of credit in the amount of Fourteen Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor as beneficiary and providing for payment on presentation of Lessor's draft(sdrafts) on sight, without documents, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within ten (10) business days after the Budget is approved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent of the amount budgeted for Tenant Improvements (together with the cost of any Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow account. Said construction lender shall issue payments from said account pursuant to the construction contract for the Tenant Improvements until the account is exhausted, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage the construction of the Tenant Improvements for a supervision fee of 3% of the Budget (as the same may change by agreement of the parties) due and payable in nine equal monthly installments beginning on the first day of the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall stall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due to the General Contractor for the Tenant Improvements, acceptance of same by Lessee and commencement of payment of rent as to all Buildings, provided that if those events have not occurred prior to expiration of the letter of credit, Lessor shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this Lease.

Payment for Tenant Improvements. Within six (6a) months after execution Landlord shall provide Tenant with an allowance of this Lease by both partiesup to $14.00 per usable square foot of space on the Second Floor and $10.00 per useable square foot of space on the Third Floor (the "Tenant Improvement Allowance") towards the cost of the installation of the Tenant Improvements excluding Tenant's furniture, Lessee fixtures and equipment. Tenant shall deposit with Lessor an unconditional, irrevocable standby letter have the right to allocate all or any portion of credit in the amount of Fourteen Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor total Tenant Allowance between the Tenant Improvements on the Second Floor and Third Floor as beneficiary and providing for payment on presentation of Lessor's draft(s) on sight, without documents, drawable in whole or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being Tenant deems necessary in its sole discretion. Within ten (10) business days after the Budget is approved by Lessor and Lessee, Lessee Landlord shall deposit cash have no additional responsibility or obligation to pay any amount in an amount equal to twenty-five (25%) percent of the amount budgeted for Tenant Improvements (together with the cost of any Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow account. Said construction lender shall issue payments from said account pursuant to the construction contract for the Tenant Improvements until the account is exhausted, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage the construction excess of the Tenant Improvements for a supervision fee of 3% Improvement Allowance. All costs or expenses incurred by Landlord in excess of the Budget Tenant Improvement Allowance shall be the sole and exclusive responsibility of Tenant and shall be payable to Landlord as Additional Rent within thirty (as the same may change by agreement 30) days of Tenant receipt of an invoice for such costs or expenses, but not prior to Landlord's substantial completion of the parties) due and payable in nine equal monthly installments beginning on Work. Tenant shall have the first day of right to apply the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due Improvement Allowance to the General Contractor for costs of purchasing, designing and constructing the following, in Tenant's sole discretion: (i) all costs of constructing the Tenant Improvements; (ii) all construction manager costs and fees, acceptance including the costs and fees of same by Lessee Tenant's Representative; (iii) all permit and commencement governmental fees; (iv) any applicable sales taxes; (v) the costs of payment of rent as to all Buildings, provided that if those events have not occurred prior to expiration of the letter of credit, Lessor shall be entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this Leaseas-built plans; and (vi) architect and engineering costs.

Payment for Tenant Improvements. Within six As used herein, the term “Application for Payment” shall mean, collectively, (6A) months after execution a request for payment of this Lease the General Contractor approved by both partiesLandlord, Lessee shall deposit with Lessor an unconditional, irrevocable standby letter of credit in the amount of Fourteen Million, Three Hundred Thousand Dollars ($14,300,000), with Lessor as beneficiary and providing for payment on presentation of Lessor's draft(s) on sight, without documents, drawable in whole appropriate AIA form or in part on a money center bank in San Francisco acceptable to Lessor with a twelve (12) month term and in all other ways in form acceptable to Lessor, with, in all cases, Lessor's approval being in its sole discretion. Within ten (10) business days after the Budget is reasonably approved by Lessor and LesseeLandlord showing the schedule, Lessee shall deposit cash in an amount equal to twenty-five (25%) percent by trade, of percentage of completion of the amount budgeted for Tenant Improvements (together with Improvements, and detailing the cost of any Tenant Improvements already made) with Lessor's construction lender to be held in an interest bearing escrow account. Said construction lender shall issue payments from said account pursuant to the construction contract for the Tenant Improvements until the account is exhausted, whereupon any remaining payments shall be made 100% directly by Lessee. Lessor shall manage the construction portion of the Tenant Improvements completed and the portion not completed, (B) copies of invoices for a supervision fee of 3% of which payment is sought through the Budget subject disbursement; and (as C) an executed partial lien release from the same may change by agreement of General Contractor with respect to the parties) due and payable work for which payment is sought in nine equal monthly installments beginning on connection with the first day of the calendar month following the calendar month in which the Budget is first approved. Lessor may draw down on the letters of credit in whole or in part and in such amounts as it deems appropriate in its sole discretion if Lessee fails to comply with any of its obligations under this Lease including, without limitation, full and timely payments of amounts due under the construction contract for Tenant Improvements. Lessor shall return In Landlord’s sole discretion, Landlord may withhold from the aforesaid letter of credit upon the lien free completion of Tenant Improvements, payment of all amounts due paid to the General Contractor for a ten percent (10%) retention (the aggregate amount of any such retentions to be known as the “Retainage”), which Retainage shall be paid to the General Contractor in accordance with the terms of the construction contract between Landlord and the General Contractor. As described in Section 4 (a) and Section 6 of this Exhibit F, Tenant Improvements, acceptance of same by Lessee and shall have paid to Landlord any Excess Costs or Change Order Excess Costs prior to commencement of payment of rent such work, and as such, those amounts shall be applied first against any Application for Payment. Thereafter, Landlord shall pay to all Buildings, provided that if those events have not occurred prior to expiration the General Contractor the remaining balance of the letter Application for Payment (the “Balance”) less applicable Retainage, and Tenant shall pay to Landlord ten percent (10%) of creditthe Balance within five (5) business days of receipt of a copy of the Application for Payment. Notwithstanding the foregoing, Lessor (i) upon the final Application for Payment, within five (5) business days Tenant shall pay to Landlord the full remaining balance of Tenant’s Contribution; and (ii) Landlord shall be entitled to draw on said letter responsible for Construction Costs in excess of credit in an amount equal to any amount then outstanding with respect to the construction or installation of Tenant Improvements or for any other amount then due or unpaid under this LeaseTenant’s Contribution, Landlord’s Contribution, and Excess Costs and Change Order Excess Costs.