Common use of Payment for Tenant Improvements Clause in Contracts

Payment for Tenant Improvements. (a) Landlord will provide to Tenant an allowance of Forty Dollars ($40.00) per usable square foot of the 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 Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (“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 after the Tenant Improvement Plans have been prepared and the Contractor’s bid for the Tenant Improvements has been accepted, any additional costs which cause the 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 done. If Tenant does not approve such additional costs in a timely manner, 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 from the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made), Tenant shall pay any amounts due within 10 days after invoice.

Payment for Tenant Improvements. As used herein, the term “Application for Payment” shall mean, collectively, (aA) Landlord will provide to Tenant an allowance of Forty Dollars ($40.00) per usable square foot a request for payment of the Premises General Contractor approved by Landlord, in the appropriate AIA form or other form reasonably approved by Landlord showing the schedule, by trade, of percentage of completion of the Tenant Improvements, and detailing the portion of the Tenant Improvements completed and the portion not completed, (B) copies of invoices for which payment is sought through the subject disbursement; and (C) an executed partial lien release from the General Contractor with respect to the work for which payment is sought in connection with the Tenant Improvements. In Landlord’s sole discretion, Landlord may withhold from the amounts paid to the General Contractor a ten percent (10%) retention (the aggregate amount of any such retentions to be known as the “Tenant AllowanceRetainage”). Landlord and Tenant agree that , which Retainage shall be paid to the usable square foot area of the Premises is 59,038 square feet as previously measured General Contractor in accordance with the “American National Standard ASNI/BOMA Z65.1-2010: Standard Method for Measuring Floor Area in Office Buildings” issued by terms of the Building Owners and Managers Association International (“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 after the Tenant Improvement Plans have been prepared and the Contractor’s bid for the Tenant Improvements has been accepted, any additional costs which cause the 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 done. If Tenant does not approve such additional costs in a timely manner, 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 construction contract between Landlord and Tenantthe General Contractor. If the costs As described in Paragraph 8(bSection 4 (a) 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 from the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made)Section 6 of this Exhibit F, Tenant shall have paid to Landlord any Excess Costs or Change Order Excess Costs prior to commencement of such work, and as such, those amounts shall be applied first against any Application for Payment. Thereafter, Landlord shall pay any amounts due to the General Contractor the remaining balance of the Application for Payment (the “Balance”) less applicable Retainage, and Tenant shall pay to Landlord ten percent (10%) of the Balance within 10 five (5) business days after invoiceof receipt of a copy of the Application for Payment. Notwithstanding the foregoing, (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 responsible for Construction Costs in excess of Tenant’s Contribution, Landlord’s Contribution, and Excess Costs and Change Order Excess Costs.

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: (a1) Landlord will provide to Tenant an allowance of Forty Dollars ($40.00) per usable square foot Payment of the Premises (“Tenant Allowance”). Landlord cost of preparing the space plan and Tenant agree that the usable square foot area final working drawings and specifications, including mechanical, electrical, plumbing and structural drawings and of all other aspects 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 Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (“BOMA Standard”)Final Agreed Plans. (b2) Except as provided otherwise hereinThe 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 constructing building engineer coordination services and sales tax. b. Within five (5) days of Xxxxxx’x receipt of any invoice or pay request related to the Tenant Improvements, project management Xxxxxx shall provide Customer with a copy of such invoice or pay request. Customer shall pay to Xxxxxx the amount charged on behalf such invoices and/or pay requests within ten (10) of TenantCustomer’s receipt of a copy of the same from Xxxxxx, preparing provided such invoice contains backup documentation reasonably sufficient to describe 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 Allowancework performed. (c) In c. After the event that Tenant shall request any changes or substitutions to the Tenant Improvements after the Tenant Improvement Final Agreed Plans have been prepared and the Contractor’s bid for the Cost of Tenant Improvements has been acceptedagreed upon by Xxxxxx and Customer, Customer may request changes or substitutions to the Final Agreed Plans, provided that any additional costs which cause the Tenant Improvements to exceed the Tenant Allowance thereof shall be paid by TenantCustomer to Xxxxxx. Xxxxxx shall 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, unless Customer agrees in writing to the consequences of such delay. x. Xxxxxx shall keep accurate records of the 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 date of the last report. Not later than sixty (60) days after the date of 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 Improvement costs . Customer shall have the right to review all available documentation of 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 requirements of any governmental agency, Customer shall pay Xxxxxx the amount of such increase within five (5) business days of Xxxxxx’x written notice provided that Tenant approves such additional costs in writing before the work is done. If Tenant does not approve such additional costs in a timely manner, 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 changes shall be split evenly between Landlord and Tenant. If processed through 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 LandlordField Change Order process set forth above. (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 from the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made), Tenant shall pay any amounts due within 10 days after invoice.

Payment for Tenant Improvements. Within six (a6) Landlord will provide to Tenant months after -------------------------------- execution of this Lease by both parties, Lessee shall deposit with Lessor an allowance unconditional, irrevocable standby letter of Forty credit in the amount of Fourteen Million, Three Hundred Thousand Dollars ($40.0014,300,000), with Lessor as beneficiary and providing for payment on presentation of Lessor's drafts) per usable square foot 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 Premises amount budgeted for Tenant Improvements (“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 together with the “American National Standard ASNI/BOMA Z65.1-2010: Standard Method for Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (“BOMA Standard”). (b) Except as provided otherwise herein, the cost of constructing 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 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, project management on behalf acceptance of Tenant, preparing the Space Plans same by Lessee 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 commencement of payment of rent as to the Tenant Improvements after the Tenant Improvement Plans have been prepared and the Contractor’s bid for the Tenant Improvements has been accepted, any additional costs which cause the Tenant Improvements to exceed the Tenant Allowance shall be paid by Tenantall Buildings, provided that Tenant approves such additional costs in writing before if those events have not occurred prior to expiration of the work is done. If Tenant does not approve such additional costs in a timely mannerletter of credit, 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 Lessor shall be split evenly between Landlord and Tenant. If entitled to draw on said letter of credit in an amount equal to any amount then outstanding with respect to the costs described in Paragraph 8(b) are between $37.51 and $39.99 per usable square foot, the difference between the construction or installation of Tenant Allowance and such costs shall belong entirely to LandlordImprovements or for any other amount then due or unpaid under this Lease. (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 from the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made), Tenant shall pay any amounts due within 10 days after invoice.

Payment for Tenant Improvements. (a) Tenant shall receive from ------------------------------- Landlord will provide to Tenant an allowance ("Allowance") of Forty Thirty Six and 40/100 Dollars ($40.0036.40) per usable net rentable square foot for the first 73,500 of net rentable area leased by Tenant hereunder, 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 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, 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 (“Tenant Allowance”). Landlord and Tenant agree that the usable square foot area upon which construction has not begun shall not be paid until commencement 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 Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (“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 after the Tenant Improvement Plans have been prepared and the Contractor’s bid for the Tenant Improvements has been accepted, any additional costs which cause the Tenant Improvements to exceed the Tenant construction on such phase. The Allowance shall be paid by Tenant, provided that Tenant approves such additional costs in writing before the Landlord upon receipt of invoices for work is done. If Tenant does not approve such additional costs in a timely manner, the change actually performed or substitution will not be performedmaterials supplied. (diii) 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 costs described in Paragraph 8(b) above are less than $37.50 per usable square foot in the Premises, the difference between budgeted cost of designing or constructing the Tenant Allowance and such costs Improvements exceeds the Allowance, all payments for the Tenant Improvements shall be split evenly between 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 completing the Tenant Improvements has increased pursuant to change orders approved by 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 Such amounts shall be paid by Tenant. Such payment shall be made from Landlord and Tenant on a monthly basis no later than the date required under the construction contract for the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made), Tenant shall pay any amounts due within 10 days after invoiceImprovements.

Payment for Tenant Improvements. (a) Landlord will shall provide to Tenant with an allowance of Forty Dollars (up to $40.00) 14.00 per usable square foot of space on the Premises 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, fixtures and equipment. Tenant shall have the right to allocate all or any portion of the total Tenant Allowance between the Tenant Improvements on the Second Floor and Third Floor as Tenant deems necessary in its sole discretion. Landlord and Tenant agree that the usable square foot area shall have no additional responsibility or obligation to pay any amount in excess of the Premises is 59,038 square feet Tenant Improvement Allowance. All costs or expenses incurred by Landlord in excess of the Tenant Improvement Allowance shall be the sole and exclusive responsibility of Tenant and shall be payable to Landlord as previously measured Additional Rent within thirty (30) days of Tenant receipt of an invoice for such costs or expenses, but not prior to Landlord's substantial completion of the Work. Tenant shall have the right to apply the Tenant Improvement Allowance to the costs of purchasing, designing and constructing the following, in accordance with the “American National Standard ASNI/BOMA Z65.1-2010Tenant's sole discretion: Standard Method for Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (“BOMA Standard”). (bi) Except as provided otherwise herein, the cost all costs of constructing the Tenant Improvements; (ii) all construction manager costs and fees, project management on behalf including the costs and fees of Tenant, preparing the Space Plans 's Representative; (iii) all permit and Working Drawings, Tenant’s signage permitted under the Lease, built-in furniture, cabinetry and other millwork and governmental fees; (iv) any communications infrastructure shall be charged against the Tenant Allowance. applicable sales taxes; (cv) In the event that Tenant shall request any changes or substitutions to the Tenant Improvements after the Tenant Improvement Plans have been prepared and the Contractor’s bid for the Tenant Improvements has been accepted, any additional costs which cause the 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 done. If Tenant does not approve such additional costs in a timely manner, the change or substitution will not be performed. (d) If the costs described in Paragraph 8(bof any as-built plans; and (vi) above are less than $37.50 per usable square foot in the Premises, the difference between the Tenant Allowance architect 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 Landlordengineering costs. (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 from the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made), Tenant shall pay any amounts due within 10 days after invoice.

Payment for Tenant Improvements. 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 (a) “Landlord will provide Work”). Landlord shall also contribute up to Tenant an allowance of Forty Dollars ($40.00) per usable square foot 85,000.00 toward the cost of the Premises Tenant Improvements other than the Landlord Work (“Tenant Allowance”). Landlord and Tenant agree that The amount of Allowance applied shall be repaid by Tenant, as an increase in the usable square foot area Base Monthly Rent, amortized over the initial Lease Term, at interest accruing at ten percent (10%) per annum commencing as of the Premises Lease Commencement Date. Any cost of designing and constructing the Tenant Improvements other than Landlord’s Work and in excess of the Allowance shall be at Tenant’s expense. Tenant shall reimburse Landlord for such costs within ten (10) days after Landlord delivers to Tenant written documentation reasonably satisfactory to Tenant that Landlord has incurred expenses for which Tenant is 59,038 square feet as previously measured in accordance with the “American National Standard ASNI/BOMA Z65.1-2010: Standard Method for Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (“BOMA Standard”). (b) Except as provided otherwise herein, liable hereunder. If Landlord's estimate of the cost of constructing construction shall exceed the Allowance, Landlord, prior to commencing any construction, shall submit to Tenant Improvementsa written estimate setting forth the anticipated cost of the work, project management on behalf 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 Tenantits approval of the cost estimate, preparing or specify its objections thereto and any desired changes to the Space 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 and Working Drawings, arising from 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) objection. In the event that any Tenant shall request any caused changes or substitutions to result in a delay in the completion of construction of the Tenant Improvements after and provided that Landlord so notifies Tenant at the time such alleged delay is occurring, Tenant Improvement Plans have been prepared agrees that the Commencement Date of the Lease and the Contractor’s bid date for the payment of rent shall commence as if such Tenant Improvements has been acceptedcaused delay had not occurred, any additional costs which cause the Tenant Improvements to exceed the Tenant Allowance shall be paid as reasonably documented by Tenant, provided that Tenant approves such additional costs in writing before the work is done. If Tenant does not approve such additional costs in a timely manner, 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 from the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made), Tenant shall pay any amounts due within 10 days after invoice.

Payment for Tenant Improvements. (a) Tenant shall receive from ------------------------------- Landlord will provide to Tenant an allowance ("Allowance") of Forty Thirty Five Dollars ($40.0035.00) per usable square foot of net rentable area in the Premises as a credit against the Tenant Improvement work to be performed or paid as follows: (“Tenant Allowance”). Landlord i) If the Initial Premises (as defined below) includes partial floors and Tenant agree that wishes to finish the usable square foot area service areas (such as the computer room and mail room) so as to be able to service the Building when it is fully occupied, and provided such service areas are not on Floor 2 of the 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 is 59,038 square feet as previously measured in accordance with the “American National Standard ASNI/BOMA Z65.1-2010: Standard Method for Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (“BOMA Standard”). (b) Except as provided otherwise herein, the cost upon which construction has not begun shall not be paid until commencement 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 after the Tenant Improvement Plans have been prepared and the Contractor’s bid for the Tenant Improvements has been accepted, any additional costs which cause the Tenant Improvements to exceed the Tenant construction on such phase. The Allowance shall be paid by Tenant, provided that Tenant approves such additional costs in writing before the Landlord upon receipt of invoices for work is done. If Tenant does not approve such additional costs in a timely manner, the change actually performed or substitution will not be performedmaterials supplied. (diii) 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 costs described in Paragraph 8(b) above are less than $37.50 per usable square foot in the Premises, the difference between budgeted cost of designing or constructing the Tenant Allowance and such costs Improvements exceeds the Allowance, all payments for the Tenant Improvements shall be split evenly between 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 completing the Tenant Improvements has increased pursuant to change orders approved by 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 Such amounts shall be paid by Tenant. Such payment shall be made from Landlord and Tenant on a monthly basis no later than the date required under the construction contract for the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made), Tenant shall pay any amounts due within 10 days after invoiceImprovements.

Payment for Tenant Improvements. Pursuant to Exhibit "C", the Tenant will pay for the Tenant Improvements. Tenant may obtain a loan for all or a portion of the amount expended for the Tenant Improvements, which loan will not be secured by 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 one half percent (2-1/2%) of the loan amount) and reasonable and customary costs of obtaining the loan for typical commercial bank financing, limited, however, to a loan for the TI Payment amount described below. Within thirty (30) days after the earlier of (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 provide pay an amount (the "TI Payment") to Tenant an allowance of Forty Dollars equal to (i) the amount expended by Tenant for Tenant Improvements, not exceeding $40.00) 25.00 per usable useable square foot of the Premises Leased Premises, plus interest from the date such amounts were actually disbursed by Tenant at a rate of one and one half percent (“Tenant Allowance”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"). Landlord and Tenant agree that , less (ii) an amount equal to the usable rent saved because of the $2.25 per square foot area 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 is 59,038 square feet as previously measured in accordance for Tenant Improvements, Tenant may elect to have the excess, but not exceeding $10 per useable foot of the Leased Premises, amortized with the “American National Standard ASNI/BOMA Z65.1-2010: Standard Method for Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (“BOMA Standard”). (b) Except as provided otherwise herein, the cost 12% interest through Basic Rent increases. Tenant shall advise Landlord of constructing its election to amortize such amount not later than Commencement of the Tenant Improvements, project management . In that event Landlord would pay the principal amount to be amortized to Tenant on behalf the same date when the TI Payment is made. The first $5 per useable square foot of Tenant, preparing the Space Plans and Working Drawings, Tenant’s signage permitted under excess would be amortized over the Lease, built-in furniture, cabinetry and other millwork and any communications infrastructure shall be charged against next five (5) years of the Tenant Allowance. (c) In the event that Tenant shall request any changes or substitutions to the Tenant Improvements after the Tenant Improvement Plans have been prepared Lease Term and the Contractor’s bid for remainder would be amortized over the Tenant Improvements has been accepted, any additional costs which cause lesser of the Tenant Improvements to exceed next seven (7) years of the Tenant Allowance shall be paid by Tenant, provided that Tenant approves such additional costs in writing before Lease Term or the work is done. If Tenant does not approve such additional costs in a timely manner, remainder of the change or substitution will not be performedLease Term. (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 from the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made), Tenant shall pay any amounts due within 10 days after invoice.

Payment for Tenant Improvements. Tenant shall pay all costs (aas set out in Article V, below) of the Tenant’s Work to the extent that the costs exceed the Tenant Improvement Allowance. Upon acceptance and execution of the Construction Contract as provided in Section 4.3 below, Tenant shall deposit with Landlord will provide the excess of the cost of Tenant’s Work over the Tenant Improvement Allowance plus ten percent (10%) of the total amount of the Construction Contract. Tenant shall include in the calculation of such deposit the total cost for Tenant’s Work under the Construction Contract. All amounts deposited by Tenant pursuant to this Article III and the Tenant an allowance Improvement Allowance are hereafter referred to as the “Deposited Funds”. Landlord shall make all payments to contractors, subcontractors, materialmen or suppliers (the "Construction Entities") for construction of Forty Dollars the Tenant Improvements upon fulfillment by Tenant of each of the following conditions: ($40.00i) per usable square foot Tenant shall have deposited with Landlord funds equal to the sum of the excess cost of Tenant’s Work over the Tenant Improvement Allowance plus ten percent (10%) of the total amount of the Construction Contract and any increases of such excess cost arising out of Tenant changes as provided in Section 2.7 above. (ii) On or before a date designated by Landlord (the “Submittal Date”) of each calendar month commencing with the first calendar month following the 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 the case of Contractor only, a request for payment, on the standard AIA (G702) form showing, by trade, the percentage of completion of the Tenant’s Work in 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 “Tenant AllowanceSubcontractors”). ; (B) invoices from all agents, materialmen, laborers and suppliers which are directly retained by Landlord or Tenant (collectively “Agents”) for labor rendered and Tenant agree that materials delivered to the usable square foot area Premises for the applicable payment period; (C) executed conditional mechanic’s lien releases from all of the Premises Subcontractors and Agents, as applicable, which shall comply with the appropriate provisions of California Civil Code Section 3262(d); provided, however, that with respect to fees and expenses of the Architect, the engineers or Agents which are equipment suppliers, movers or consultants, for which the payment scheme set forth in items (B) and (C), above, is 59,038 square feet as previously measured 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 “American National Standard ASNI/BOMA Z65.1-2010: Standard Method provisions of this Paragraph 3.2.2(ii)) the amounts set forth in the request for Measuring Floor Area in Office Buildings” issued by payment and to deduct such disbursements from the Building Owners and Managers Association International (“BOMA Standard”)Deposited Funds. (biii) 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 There shall be charged against the Tenant Allowance. (c) In the event that Tenant shall request any changes no lien or substitutions to stop notice served, filed or recorded affecting the Tenant Improvements after the Tenant Improvement Plans have been prepared and the Contractor’s bid for the Tenant Improvements has been accepted, any additional costs which cause the 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 done. If Tenant does not approve such additional costs in a timely manner, 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 on 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 from the Tenant deposit (if any) made pursuant to Paragraph 5(b). If such deposit is insufficient (or no such deposit has been made), Tenant shall pay any amounts due within 10 days after invoice.