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 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.

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 as reasonably documented by Landlord. Landlord Initial: ____________ Tenant Improvements or for any other amount then due or unpaid under this Lease.Initial: ____________

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 (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(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 entire 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. 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 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 32.5% of the Budget (as the same such budget 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 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.