Common use of Disbursement of Tenant Improvement Allowance Clause in Contracts

Disbursement of Tenant Improvement Allowance. The Tenant Improvement Allowance shall be paid upon completion of the Tenant Improvements on the basis set forth below; provided, under no circumstances shall Landlord pay any portion of the Tenant Improvement Allowance prior to January 1, 2009. Tenant shall submit to Landlord, from time-to-time during construction of the Tenant Improvements and upon completion of the Tenant Improvements, a written request for disbursement of all or a portion of the Tenant Improvement Allowance (“Request”). The Request shall include a copy of all bills and invoices (“Bills and Invoices”) which Tenant has or is required to pay and a certification from Tenant’s construction representative and the Selected Contractor (as defined in Paragraph 4.1, below) that the amount set forth in the Request has been paid or is due and owing, together with a copy of appropriate (as determined by Landlord in its reasonable discretion) conditional and final lien releases and waivers, as applicable for a project in progress or a completed project, as appropriate, and all other information reasonably requested by Landlord. Upon Landlord’s (a) receipt of such Bills and Invoices, information, and lien releases and waivers, (b) Landlord’s determination that no person or entity has, or will have any right to file a mechanic’s, materialmen’s or design professional’s lien against the Premises, (c) determination that Substantial Completion (as defined in Paragraph 4.4, below) of the Tenant Improvements has occurred, and (d) determination that no substandard work exists which adversely affects the Building systems or the structural or exterior appearance of the Building or any other tenant’s use of its leased premises in the Building, Landlord shall issue a check equal to the sum of the Bills and Invoices but not to exceed the remaining amount of the Tenant Improvement Allowance. Landlord shall have the option to issue all checks issued in connection with work that has not yet been paid as payable jointly to Tenant and the Selected Contractor and/or any subcontractors. Notwithstanding the foregoing, under no circumstances shall Landlord pay any Tenant Improvement Allowance for Tenant Improvements when Substantial Completion of same occurs after December 31, 2010, and Tenant acknowledges and agrees that it shall be solely responsible for one hundred percent (100%) of all Tenant Improvement Costs incurred for such Tenant Improvements notwithstanding the possibility that there exists any unused amount of the Tenant Improvement Allowance. Notwithstanding the foregoing, Tenant may commence and/or complete the Tenant Improvements to the Premises prior to January 1, 2009; provided, however, that Landlord shall reimburse Tenant for such costs incurred in accordance with this Section 3.4 of the Sixth Amendment, up to the amount of the Tenant Improvement Allowance, but not before January 1, 2009.

Disbursement of Tenant Improvement Allowance. The Disbursement of the Tenant Improvement Allowance shall be subject to compliance by Tenant and the Tenant’s Contractor with the applicable provisions for disbursement of funds by Landlord as set forth herein. Not more often than monthly, Tenant’s Contractor shall present to Landlord standard AIA pay request forms G701, G702, and G703 for payment certified by Tenant’s Architect and approved by Tenant, together with applicable invoices and unconditional lien waivers (or, from subcontractors only, waivers conditioned only on payment) respecting all work covered by the pay request. Within thirty (30) days from receipt of the pay request and all required documentation, Landlord from the Tenant Improvement Allowance will disburse to Tenant, Tenant’s Contractor (or other appropriate vendor(s) indicated in such pay request), the amount approved by Landlord for work in place in the Premises or materials stored in the Premises and covered by the pay request form, less a 10% hold back for retainage, and less any amounts to be reimbursed to Landlord from or charged against the Tenant Improvement Allowance (including the construction management fee pursuant to Section 4 of this Work Letter) pursuant to express provisions of this Lease, which amounts may be paid directly to Landlord from the Tenant Improvement Allowance either upon completion of the Tenant Improvements on or from time to time during construction, provided that Landlord shall give Tenant notice of the basis set forth below; providedamount of such disbursement. Landlord itself or through an agent shall have the right, under but not the obligation, to verify all requests for payment to assure Landlord that all work requested has been completed in substantial compliance with the approved Plans and Specifications and that no circumstances shall Landlord pay any portion greater proportion of the Tenant Improvement Allowance prior to January 1, 2009. Tenant shall submit to Landlord, from time-to-time during construction is being disbursed than represents the proportionate portion of the Tenant Improvements that have been completed in substantial compliance with the approved Plans and Specifications. As provided in Section 5 hereof, Tenant shall be responsible for payment of any deficiencies if the cost of completion of the Tenant Improvements exceeds the Tenant Improvement Allowance. Upon submittal of the second to last pay application, Landlord shall reduce the retainage to five percent (5%). Upon completion of all Tenant Improvements and evidence of compliance with the approved Plans and Specifications and all of the other construction documents (including a certificate of occupancy by the City of Denver and a certificate made by Tenant’s Architect to Landlord certifying Substantial Completion of the Tenant Improvements in accordance with the requirements of this Lease), and subject to proof submitted by Tenant and Tenant’s Contractor that all payments respecting the Tenant Improvements have been completed and all unconditional lien waivers provided, and upon completion receipt of the final as-built plans of the Tenant Improvements, a written request for disbursement of all or a portion of the Tenant Improvement Allowance (“Request”). The Request Landlord shall include a copy of all bills and invoices (“Bills and Invoices”) which Tenant has or is required release to pay and a certification from Tenant’s construction representative and the Selected Contractor (as defined in Paragraph 4.1any retainage, below) that the amount set forth in the Request has been paid or is due and owing, together with a copy of appropriate (as determined by Landlord in its reasonable discretion) conditional and final lien releases and waivers, as applicable for a project in progress or a completed project, as appropriate, and all other information reasonably requested by Landlord. Upon Landlord’s (a) receipt of such Bills and Invoices, information, and lien releases and waivers, (b) Landlord’s determination that no person or entity has, or will have any right to file a mechanic’s, materialmen’s or design professional’s lien against the Premises, (c) determination that Substantial Completion (as defined in Paragraph 4.4, below) of the Tenant Improvements has occurred, and (d) determination that no substandard work exists which adversely affects the Building systems or the structural or exterior appearance of the Building or any other tenant’s use of its leased premises in the Building, Landlord shall issue a check equal to the sum of the Bills and Invoices but not to exceed the remaining then undisbursed amount of the Tenant Improvement Allowance. Landlord shall have the option to issue all checks issued in connection with work that has not yet been paid as payable jointly to Tenant and the Selected Contractor and/or any subcontractors. Notwithstanding the foregoing, under no circumstances shall Landlord pay any Tenant Improvement Allowance for Tenant Improvements when Substantial Completion of same occurs after December 31, 2010, and Tenant acknowledges and agrees that it shall be solely responsible for one hundred percent (100%) of all Tenant Improvement Costs incurred for such Tenant Improvements notwithstanding the possibility that there exists any unused amount of the Tenant Improvement Allowance. Notwithstanding the foregoing, Tenant may commence and/or complete the Tenant Improvements to the Premises prior to January 1, 2009; provided, however, that Landlord shall reimburse Tenant for such costs incurred in accordance with this Section 3.4 of the Sixth Amendment, up to the amount of the Tenant Improvement Allowance, but not before January 1, 2009.

Disbursement of Tenant Improvement Allowance. The With respect to Tenant Improvement Allowance Items, the Tenant Improvement Allowance shall be paid upon completion by Landlord in monthly installments after Tenant’s submission of payment requests, each of which shall include the Tenant Improvements on the basis set forth below; provided, under no circumstances shall Landlord pay any portion of the Tenant Improvement Allowance prior to January 1, 2009. Tenant shall submit to Landlord, from time-to-time during construction of the Tenant Improvements and upon completion of following: (i) invoices for the Tenant Improvements, with sufficient back-up xxxxxxxx from contractors, subcontractors, suppliers and providers of services to give Landlord a written request for disbursement financial accounting regarding each invoice to be reimbursed by Landlord, (ii) a certificate signed by Tenant’s Architect and an authorized officer of all or a portion of Tenant certifying that the Tenant Improvement Allowance (“Request”). The Request shall include a copy of all bills and Work represented by the aforesaid invoices (“Bills and Invoices”) which Tenant has or is required to pay and a certification from been satisfactorily constructed substantially in accordance with Tenant’s construction representative and the Selected Contractor Plans, (iii) lien waivers by all of Tenant’s Agents (as that term is defined in Paragraph 4.1, Section 3.1.2 below) that for all such work covered by the amount set forth in invoices and (iv) with the Request has been paid or is due and owing, together with a copy of appropriate last payment request for Tenant Improvements (as determined by Landlord in its reasonable discretionopposed to payment requests with respect to Occupancy Expenses) conditional a general waiver of lien from the contractor, subcontractors and final lien releases and waivers, as applicable for a project in progress or a completed project, as appropriate, and all other information reasonably requested by Landlord. Upon Landlord’s (a) receipt of such Bills and Invoices, information, and lien releases and waivers, (b) Landlord’s determination that no person or entity has, or will have any right to file a mechanic’s, materialmen’s or design professional’s lien against the Premises, (c) determination that Substantial Completion (as defined in Paragraph 4.4, below) of materialmen regarding the Tenant Improvements has occurredImprovements. At Tenant’s election, and (d) determination that no substandard work exists which adversely affects the Building systems such payments shall be made to Tenant or the structural or exterior appearance of the Building or any other tenant’s use of its leased premises in the Building, Landlord shall issue a check equal directly to the sum applicable contractors, subcontractors, suppliers, materialmen or providers of the Bills and Invoices but not to exceed the remaining amount of the Tenant Improvement Allowanceservices. Landlord shall have the option to issue all checks issued in connection with work that has not yet been paid as payable jointly pay to Tenant and the Selected Contractor and/or any subcontractors. Notwithstanding specified amounts for each payment request not to exceed, in the foregoingaggregate, under no circumstances shall Landlord pay any Tenant Improvement Allowance for Tenant Improvements when Substantial Completion of same occurs after December 31, 2010, and Tenant acknowledges and agrees that it shall be solely responsible for one hundred percent (100%) of all Tenant Improvement Costs incurred for such Tenant Improvements notwithstanding the possibility that there exists any unused amount of the Tenant Improvement Allowance. Notwithstanding the foregoing, Tenant may commence and/or complete the Tenant Improvements to the Premises prior to January 1, 2009; provided, however, that Landlord shall reimburse Tenant for such costs incurred in accordance with this Section 3.4 of the Sixth Amendment, up to the amount of the Tenant Improvement Allowance, but not before January 1within thirty (30) days after receipt of all of the information and documentation specified above. Landlord and Landlord’s lender, 2009Manufacturers and Traders Trust Company shall have the right to inspect the Premises, accompanied by Tenant’s representative and subject to the general contractor’s reasonable work and access rules, to confirm the completion of the work covered by such invoices. With respect to Occupancy Expenses, the Tenant Improvement Allowance shall be paid by Landlord within thirty (30) days after receipt of Tenant’s request for reimbursement for Occupancy Expenses accompanied by invoices from the suppliers and service providers.

Disbursement of Tenant Improvement Allowance. The Tenant Improvement Allowance may only be used for the Tenant Improvement Costs. The Tenant Improvements Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid upon completion to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Tenant Improvements, in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s conditional waivers of liens which shall cover all Tenant Improvements on for which disbursement is being requested and all other statements and forms required for compliance with the basis set forth below; provided, under no circumstances shall Landlord pay any portion mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Tenant Improvement Allowance prior Improvements; (v) plans and specifications for the Tenant Improvements, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all then in effect Applicable Laws affecting the Building, Project and Premises; (vi) copies of all construction contracts for the Tenant Improvements, together with copies of all change orders, if any; and (vii) a request to January 1, 2009. disburse from Tenant shall submit to Landlord, from time-to-time during construction containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Tenant Improvements and upon Improvements. Upon completion of the Tenant Improvements, a written request for and prior to final disbursement of all or a portion of the Tenant Improvement Allowance (“Request”). The Request shall include a copy of all bills and invoices (“Bills and Invoices”) which Tenant has or is required to pay and a certification from Tenant’s construction representative and the Selected Contractor (as defined in Paragraph 4.1, below) that the amount set forth in the Request has been paid or is due and owing, together with a copy of appropriate (as determined by Landlord in its reasonable discretion) conditional and final lien releases and waivers, as applicable for a project in progress or a completed project, as appropriate, and all other information reasonably requested by Landlord. Upon Landlord’s (a) receipt of such Bills and Invoices, information, and lien releases and waivers, (b) Landlord’s determination that no person or entity has, or will have any right to file a mechanic’s, materialmen’s or design professional’s lien against the Premises, (c) determination that Substantial Completion (as defined in Paragraph 4.4, below) of the Tenant Improvements has occurredAllowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) bills covering all labor and materials expended and used, (4) as-built plans of the Tenant Improvements, and (d5) determination the certification of Tenant’s contractor and its architect that the Tenant Improvements have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with Applicable Laws. In no substandard work exists which adversely affects event shall Landlord be required to disburse the Building systems or Tenant Improvements Allowance more than one time per month. If the structural or exterior appearance of the Building or any other tenant’s use of its leased premises in the Building, Landlord shall issue a check equal to the sum of the Bills and Invoices but not to exceed the remaining amount cost of the Tenant Improvement Allowance. Landlord shall have the option to issue all checks issued in connection with work that has not yet been paid as payable jointly to Tenant and the Selected Contractor and/or any subcontractors. Notwithstanding the foregoing, under no circumstances shall Landlord pay any Tenant Improvement Allowance for Tenant Improvements when Substantial Completion of same occurs after December 31, 2010, and Tenant acknowledges and agrees that it shall be solely responsible for one hundred percent (100%) of all Tenant Improvement Costs incurred for such Tenant Improvements notwithstanding the possibility that there exists any unused amount of the Tenant Improvement Allowance. Notwithstanding the foregoing, Tenant may commence and/or complete the Tenant Improvements to the Premises prior to January 1, 2009; provided, however, that Landlord shall reimburse Tenant for such costs incurred in accordance with this Section 3.4 of the Sixth Amendment, up to the amount of exceed the Tenant Improvement Allowance, Tenant shall be entitled to the Tenant Improvements Allowance in accordance with the terms hereof, but each individual disbursement of the Tenant Improvements Allowance shall be disbursed in the proportion that the Tenant Improvements Allowance bears to the total cost for the Tenant Improvements, less the 10% retainage for each requested payment referenced above. Notwithstanding anything herein to the contrary, Landlord shall not before January 1be obligated to disburse any portion of the Tenant Improvements Allowance during the continuance of an uncured default under the Lease, 2009and Landlord’s obligation to disburse shall only resume when and if such default is cured. The additional cure period available to Landlord as set forth in Section 19.5.1 of the Lease following a breach of the Lease by Landlord shall not apply with respect to Landlord’s express obligations as set forth in this Work Letter.

Disbursement of Tenant Improvement Allowance. The Tenant Improvement Allowance shall be paid upon completion of the Tenant Leasehold Improvements on the basis set forth below; provided, under no circumstances shall Landlord pay any portion of the Tenant Improvement Allowance prior to January 1, 2009. Tenant shall submit to Landlord, from time-to-time during construction of the Tenant Leasehold Improvements (but not more than once per month) and upon completion of the Tenant Leasehold Improvements, a written request for disbursement of all or a portion of the Tenant Improvement Allowance (“Request”). The Request shall include a copy of all bills and invoices (“Bills and Invoices”) which Tenant has or is required to pay in connection with the amount then being requested for reimbursement and a certification from Tenant’s construction representative and the Selected Contractor (as defined in Paragraph 4.1, below) that the amount set forth in the Request has been paid or is due and owing, together with a copy of appropriate (as determined by Landlord in its reasonable discretion) all conditional and final lien releases and waivers, as applicable for a project in progress or a completed project, as appropriateand if a completed project, a temporary certificate of occupancy, and all other information reasonably requested by LandlordLandlord relating to the amount then being reimbursed. Upon Landlord’s Disbursement of the Tenant Improvement Allowance shall be conditioned upon the following: (a) Landlord’s receipt of such Bills and Invoices, information, and lien releases and waivers, (b) Landlord’s upon completion of the Tenant Improvements, the determination that no person or entity hasthe Tenant Improvements are Substantially Complete, or will have any right to file a mechanic’s, materialmen’s or design professional’s lien against the Premises, and (c) determination that Substantial Completion (as defined in Paragraph 4.4, below) of the Tenant Improvements has occurred, and (d) determination that no substandard work exists which adversely affects the Building systems or the structural or exterior appearance of the Building or any other tenant’s use of its leased premises in the Building. Provided Tenant delivers such Bills and Invoices, information, and lien releases and waivers to Landlord on or before the 15th day of a calendar month and otherwise satisfies the conditions set forth in clauses (a) through (c), above, Landlord shall issue a check equal to the sum of the Bills and Invoices but not to exceed the remaining amount of the Tenant Improvement AllowanceAllowance on or before the 15th day of the immediately following calendar month. Landlord shall have the option to issue all checks issued in connection with work that has not yet been paid this Work Letter Agreement as payable jointly to Tenant and the Selected Contractor and/or any subcontractors. Notwithstanding the foregoing, under no circumstances shall Landlord pay any Tenant Improvement Allowance for Tenant Improvements when Substantial Completion of same occurs after December 31, 2010, and Tenant acknowledges and agrees that it shall be solely responsible for one hundred percent (100%) of all Tenant Improvement Costs incurred for such Tenant Improvements notwithstanding the possibility that there exists any unused amount of the Tenant Improvement Allowance. Notwithstanding the foregoing, Tenant may commence and/or complete the Tenant Improvements to the Premises prior to January 1, 2009; provided, however, that Landlord shall reimburse Tenant for such costs incurred in accordance with this Section 3.4 of the Sixth Amendment, up to the amount of the Tenant Improvement Allowance, but not before January 1, 2009Tenant.