Common use of Payment of Tenant Improvement Allowance Clause in Contracts

Payment of Tenant Improvement Allowance. Not more often than once --------------------------------------- each month during Tenant's construction process, Tenant shall submit to Landlord a invoice for work done to the date described in the invoice, together with copies of xxxxxxxx from Tenant's general contractor, invoices and other back-up documentation reasonably requested by Landlord. Tenant shall indicate in a cover sheet (i) that Tenant's architect has certified that all work for which payment is requested has been completed (or identifying that work that the architect believes has not been completed), (ii) the amount for which Tenant is requesting reimbursement and (iii) certifying that there are then no liens on the Premises as a result of Tenant' s Improvement work and that, to Tenant's knowledge, all bills that are then due and owing to laborers, materialmen and contractors have been paid -accordance with contract terms (the "Payment Request"). Within fifteen (15) days after receipt of a complete Payment Request, Xxxxxxx shall pay to Tenant's contractor a sum equal to ninety percent (90%) of the amounts certified by Tenant, and by Tenant architect, for payment under the Payment Request. If the Cost Estimate exceed the Tenant Improvement Allowance, at the time each payment is due pursuant to a Payment Request, Landlord shall pay a fraction of the total amount described in the Payment Request, the numerator of the fraction to be the amount of the Tenant Improvement Allowance and the denominator of the fraction to be the amount of the Cost Estimate. If any lien is placed on the Premises, Landlord shall have no obligation to disburse any further portion of the Tenant Improvement Allowance until such time as the lien has been removed and a bond posted for its payment. The ten percent (10%) that Landlord has withheld from each monthly disbursement shall be-paid to Tenant's contractor thirty (30) days after recordation of a proper Notice of Completion with regard to Tenant's improvement work, but in no event until any and all liens placed on the Premises as a result of Tenant's Improvement work have been removed. Within the (10) days following the recordation of the Notice of Completion, Tenant shall deliver to Landlord Conditional Lien Releases (in the form specified in the California Civil Code) from the genera contractor and all parties having lien rights. Schedule A to EXHIBIT "B" XXXXXXX JOB #4376 Plan ARCHITECT Sheet Date Rev. # Rev. Date Rev. Date ---- --------- ----- ---- ------ --------- --------- Number ------ Architectural TSH Architects 11/10/95 11/20/95 12/06/95 01/96 ------------- Title Sheet * AD * ----------- Site Plan * A1 * --------- Demolition Plan Exterior * D1 * ------------------------ Floor Plan * A2 * ---------- Roof Plan * A3 * --------- Exterior Elevations * A4 * ------------------- Building Sections * A5 * ----------------- Wall Sections/Details * A6 * --------------------- Details * A7 * ------- Details * A8 * ------- Civil Xxxx & Xxxxxx ----- Grading & Drainage * C-1 * ------------------ Grading & Drainage * C-2 * ------------------ Structural Xxxxx Design, Inc. ---------- Foundation Plan * S-1 * --------------- Roof Framing Plan * S-2 No Date ----------------- Brace Elevation & Details * S-3 * ------------------------- General Notes & Typical * S-4 * ----------------------- Details --------- Foundation & Roof Detail * S-5 * ------------------------

Payment of Tenant Improvement Allowance. Not more often than once --------------------------------------- each month during Tenant shall be entitled to monthly disbursements of Tenant Improvement Allowance to be paid by Landlord to Tenant's construction process, up to a maximum aggregate amount equal to the amount set forth in Paragraph 1.14 (and, if Tenant exercises it’s Expansion Option pursuant to Rider B, the amount set forth in Paragraph (a)(v) thereof), for Construction Costs of the Tenant Improvements. A disbursement shall be made to Tenant at such time as: (1) Tenant certifies that the portion of the work relating to the Tenant Improvements to be paid for with the proceeds of such disbursement is complete and Tenant has obtained all permits relating to such work required at such time; (2) Tenant provides Landlord with properly executed mechanics lien releases for all Construction Costs to be paid for with the proceeds of such disbursement; and (3) Tenant provides Landlord with such other information and documents relating to the Construction Costs and other amounts to be paid for with the proceeds of such disbursement and the Tenant Improvements as Landlord may reasonably request. If Landlord elects, Landlord may make disbursements payable by joint check issued in the name of Tenant and the applicable contractor. Should Tenant not use any portion of its Tenant Improvement Allowance by February 1, 2008, Tenant shall submit be deemed to Landlord a invoice for work done have waived all rights to the date described in remaining balance to the invoice, together with copies Tenant Improvement Allowance and Landlord shall be released from all obligation and liability to provide or fund such balance of xxxxxxxx from Tenant's general contractor, invoices and other back-up documentation reasonably requested by Landlord. Tenant shall indicate in a cover sheet (i) that Tenant's architect has certified that all work for which payment is requested has been completed (or identifying that work that the architect believes has not been completed), (ii) the amount for which Tenant is requesting reimbursement and (iii) certifying that there are then no liens on the Premises as a result of Tenant' s Improvement work and that, to Tenant's knowledge, all bills that are then due and owing to laborers, materialmen and contractors have been paid -accordance with contract terms (the "Payment Request"). Within fifteen (15) days after receipt of a complete Payment Request, Xxxxxxx shall pay to Tenant's contractor a sum equal to ninety percent (90%) of the amounts certified by Tenant, and by Tenant architect, for payment under the Payment Request. If the Cost Estimate exceed the Tenant Improvement Allowance, at the time each payment is due pursuant to a Payment Requestsubject, Landlord shall pay a fraction of the total amount described in the Payment Requesthowever, the numerator of the fraction to be the amount of the Tenant Improvement Allowance and the denominator of the fraction to be the amount of the Cost Estimate. If any lien is placed on the Premises, Landlord shall have no obligation to disburse any further portion of the Tenant Improvement Allowance until such time as the lien has been removed and a bond posted for its payment. The ten percent (10%) that Landlord has withheld from each monthly disbursement shall be-paid to Tenant's contractor thirty ’s rights set forth in subsection (30v) days after recordation of a proper Notice of Completion with regard to Tenant's improvement work, but in no event until any and all liens placed on the Premises as a result of Tenant's Improvement work have been removed. Within the (10) days following the recordation ’s Expansion Option and Right of the Notice of CompletionFirst Opportunity to Lease, Tenant shall deliver attached as Rider B to Landlord Conditional Lien Releases (in the form specified in the California Civil Code) from the genera contractor and all parties having lien rights. Schedule A to EXHIBIT "B" XXXXXXX JOB #4376 Plan ARCHITECT Sheet Date Rev. # Rev. Date Rev. Date ---- --------- ----- ---- ------ --------- --------- Number ------ Architectural TSH Architects 11/10/95 11/20/95 12/06/95 01/96 ------------- Title Sheet * AD * ----------- Site Plan * A1 * --------- Demolition Plan Exterior * D1 * ------------------------ Floor Plan * A2 * ---------- Roof Plan * A3 * --------- Exterior Elevations * A4 * ------------------- Building Sections * A5 * ----------------- Wall Sections/Details * A6 * --------------------- Details * A7 * ------- Details * A8 * ------- Civil Xxxx & Xxxxxx ----- Grading & Drainage * C-1 * ------------------ Grading & Drainage * C-2 * ------------------ Structural Xxxxx Design, Inc. ---------- Foundation Plan * S-1 * --------------- Roof Framing Plan * S-2 No Date ----------------- Brace Elevation & Details * S-3 * ------------------------- General Notes & Typical * S-4 * ----------------------- Details --------- Foundation & Roof Detail * S-5 * ------------------------this Lease.

Payment of Tenant Improvement Allowance. Not more often than once Landlord shall pay to --------------------------------------- each month during Tenant from the Tenant Improvement Allowance monthly, as progress payments, amounts necessary to reimburse Tenant for the costs of the Tenant Improvements paid or incurred by Tenant's construction process, . Payment of any Tenant Improvement Allowance progress payment shall submit to Landlord a invoice for work done to be made only after satisfaction of the date described in the invoice, together with copies of xxxxxxxx from Tenant's general contractor, invoices and other back-up documentation reasonably requested by Landlord. Tenant shall indicate in a cover sheet following conditions precedent: (i) that Tenant's architect has certified that receipt of Landlord of a written request for payment of a Tenant Improvement Allowance progress payment, in form and content reasonably satisfactory to Landlord; (ii) receipt by Landlord of conditional mechanics' lien releases from the Contractor and all major subcontractors and labor suppliers (hereafter defined) (the major subcontractors and labor suppliers are collectively referred to herein as the "Subcontractors") for all work completed and materials supplied by the Contractor and the Subcontractors to be paid by the subject Tenant Improvement Allowance progress payment, conditioned only upon payment of the sum due the Contractor and the Subcontractors for such work completed and materials supplied; (iii) receipt by Landlord of any and all documentation requested by Landlord detailing the Tenant Improvement work which payment is requested has been completed and the materials and supplies used, including, without limitation, invoices, bills, or statements for such work materials and supplies; (iv) completion by Landlord or identifying that Landlord's agents or any inspections of the Tenant Improvement work that completed and the architect believes has not been completed), materials and supplies used as deemed necessary by Landlord; (iiv) receipt by Landlord of unconditional mechanics' lien releases from the amount Contractor and the Subcontractors for all progress payments prior to the progress payments for which Tenant is requesting reimbursement payment; and (iiivi) certifying that there are then no liens on satisfaction of any and all other reasonable conditions which may be imposed by Landlord or Landlord's lender providing the Premises as a result of Tenant' s Improvement work and that, to Tenant's knowledge, all bills that are then due and owing to laborers, materialmen and contractors have been paid -accordance with contract terms (financing for the "Payment Request"). Within fifteen (15) days after receipt of a complete Payment Request, Xxxxxxx shall pay to Tenant's contractor a sum equal to ninety percent (90%) of the amounts certified by Tenant, and by Tenant architect, for payment under the Payment Request. If the Cost Estimate exceed the Tenant Improvement Allowance, at the time each payment is due pursuant to a Payment Request, Landlord shall pay a fraction of the total amount described in the Payment Request, the numerator of the fraction to be the amount funding of the Tenant Improvement Allowance and the denominator ("Lender"). A request for payment of the fraction to a Tenant Improvement Allowance progress payment, together with all other additional required documentation in connection therewith, shall be the amount of the Cost Estimate. If any lien is placed submitted by Tenant on the Premises, Landlord shall have no obligation to disburse any further portion first (1st) business day of a calendar month. Payment of the Tenant Improvement Allowance until progress payment shall be paid by Landlord to Tenant within thirty (30) days after receipt by Landlord of Tenant's request for payment and satisfaction of all other conditions described above in this Subparagraph 6(b); provided, however, if Landlord does not, within such time as thirty (30) day period, receive proceeds from its loan from Lender to pay such Tenant Improvement Allowance progress payment, then Landlord shall pay such progress payment within three (3) business days after receipt of such loan proceeds from its Lender. Notwithstanding the lien has been removed foregoing to the contrary, Landlord shall be entitled to withhold and a bond posted for its payment. The retain from each Tenant Improvement Allowance progress payment ten percent (10%) that Landlord has withheld from each monthly disbursement shall be-paid to Tenant's contractor of such Tenant Improvement Allowance progress payment amount until thirty (30) days after recordation the last of a proper Notice the following has occurred: (x) the last of Completion with regard the matters described in Subparagraphs 5(h)(i) through (vi) above has occurred; and (y) the Usable Square Footage of the Building has been calculated as provided for in Subparagraph 2(d) of the Lease. Further notwithstanding the foregoing to Tenant's improvement workthe contrary, but in no event until Landlord shall not be obligated to pay any and all liens placed Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention if on the Premises as date Tenant is entitled to receive any such Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention Tenant is in default under this Work Letter Agreement or the Lease. For purposes of this Subparagraph 6(b) a result "major subcontractor or labor supplier" shall be a subcontractor or EXHIBIT "C" ----------- 63 supplier providing in excess of Tenant's Improvement work have been removed. Within Fifty Thousand and 00/100ths Dollars ($50,000.00) of services, labor, supplies, or materials in connection with the (10) days following the recordation construction of the Notice of Completion, Tenant shall deliver to Landlord Conditional Lien Releases (in the form specified in the California Civil Code) from the genera contractor and all parties having lien rights. Schedule A to EXHIBIT "B" XXXXXXX JOB #4376 Plan ARCHITECT Sheet Date Rev. # Rev. Date Rev. Date ---- --------- ----- ---- ------ --------- --------- Number ------ Architectural TSH Architects 11/10/95 11/20/95 12/06/95 01/96 ------------- Title Sheet * AD * ----------- Site Plan * A1 * --------- Demolition Plan Exterior * D1 * ------------------------ Floor Plan * A2 * ---------- Roof Plan * A3 * --------- Exterior Elevations * A4 * ------------------- Building Sections * A5 * ----------------- Wall Sections/Details * A6 * --------------------- Details * A7 * ------- Details * A8 * ------- Civil Xxxx & Xxxxxx ----- Grading & Drainage * C-1 * ------------------ Grading & Drainage * C-2 * ------------------ Structural Xxxxx Design, Inc. ---------- Foundation Plan * S-1 * --------------- Roof Framing Plan * S-2 No Date ----------------- Brace Elevation & Details * S-3 * ------------------------- General Notes & Typical * S-4 * ----------------------- Details --------- Foundation & Roof Detail * S-5 * ------------------------Improvements.

Payment of Tenant Improvement Allowance. Not more often than once --------------------------------------- Landlord shall pay the Tenant Improvement Allowance for the Phase 1 Tenant Improvements to Tenant when the Phase 1 Tenant Improvements are substantially complete, as provided below. Landlord shall pay the remaining Tenant Improvement Allowance for the Phase 2 Tenant Improvements upon substantial completion thereof as provided below. Landlord shall pay each month during Tenant's construction processinstallment of the Tenant Improvement Allowance to Tenant within thirty (30) days after Landlord receives from Tenant its written request therefor, Tenant shall submit to Landlord a invoice for work done to the date described in the invoice, together with copies of xxxxxxxx from Tenant's general contractor, invoices and other back-up documentation reasonably requested by Landlord. Tenant shall indicate in a cover sheet provided that (i) that Tenant has substantially completed the Phase 1 Tenant Improvements or Phase 2 Tenant Improvements, as applicable, in accordance with this Work Letter, as determined by certificate of Tenant's architect has certified (Landlord and Landxxxx'x xrchitect shall have the right to inspect the relevant tenant improvements to see that all work for which payment is requested has they have been completed (or identifying that work that the architect believes has not been substantially completed), (ii) the amount for which Tenant is requesting reimbursement not in default under the terms of this Lease after the expiration of all applicable grace or cure periods and (iii) certifying that there are then no liens on the Premises as a result of Tenant' s Improvement work and that, to Tenant's knowledgewritten request is accompanied by the following: (1) copies of invoices paid by Tenant for Tenant Improvements paid for by the Tenant Improvement Allowance for the applicable phase of construction in the amount requested by Tenant, (2) unconditional lien waivers from Tenant's Contractor and all bills that are then due and owing to laborerssubcontractors, materialmen and contractors suppliers that have performed work or supplied materials for work performed and materials installed by or for Tenant prior to the date of Tenant's request, (3) a certificate from Tenant's Architect identifying the Phase 1 Tenant Improvements and Phase 2 Tenant Improvements that have been paid -accordance with contract terms completed, as applicable, and certifying that those Tenant Improvements have been completed, and (4) a copy of the "Payment Request"). Within fifteen (15) days after receipt of a complete Payment Requestfinaled" building permit with respect to the Phase 1 Tenant Improvements and Phase 2 Tenant Improvements that have been completed and, Xxxxxxx shall pay to Tenant's contractor a sum equal to ninety percent (90%) in the case of the amounts certified by Tenant, and by Tenant architect, last request for payment under the Payment Request. If the Cost Estimate exceed the Tenant Improvement Allowance, at a certificate of occupancy for the time each payment is due pursuant to a Payment Request, Landlord shall pay a fraction Premises. EXHIBIT C-10 71 C. Allocation of the total amount described in the Payment Request, the numerator of the fraction to be the amount of the Tenant Improvement Allowance and the denominator of the fraction to be the amount of the Cost Estimate. If any lien is placed on the Premises, Landlord shall have no obligation to disburse any further portion of the Tenant Improvement Allowance until such time as the lien has been removed and a bond posted for its payment. The ten percent (10%) that Landlord has withheld from each monthly disbursement shall be-paid to Tenant's contractor thirty (30) days after recordation of a proper Notice of Completion with regard to Tenant's improvement work, but in no event until any and all liens placed on the Premises as a result of Tenant's Improvement work have been removed. Within the (10) days following the recordation of the Notice of Completion, Tenant shall deliver to Landlord Conditional Lien Releases (in the form specified in the California Civil Code) from the genera contractor and all parties having lien rights. Schedule A to EXHIBIT "B" XXXXXXX JOB #4376 Plan ARCHITECT Sheet Date Rev. # Rev. Date Rev. Date ---- --------- ----- ---- ------ --------- --------- Number ------ Architectural TSH Architects 11/10/95 11/20/95 12/06/95 01/96 ------------- Title Sheet * AD * ----------- Site Plan * A1 * --------- Demolition Plan Exterior * D1 * ------------------------ Floor Plan * A2 * ---------- Roof Plan * A3 * --------- Exterior Elevations * A4 * ------------------- Building Sections * A5 * ----------------- Wall Sections/Details * A6 * --------------------- Details * A7 * ------- Details * A8 * ------- Civil Xxxx & Xxxxxx ----- Grading & Drainage * C-1 * ------------------ Grading & Drainage * C-2 * ------------------ Structural Xxxxx Design, Inc. ---------- Foundation Plan * S-1 * --------------- Roof Framing Plan * S-2 No Date ----------------- Brace Elevation & Details * S-3 * ------------------------- General Notes & Typical * S-4 * ----------------------- Details --------- Foundation & Roof Detail * S-5 * ------------------------Allowance

Payment of Tenant Improvement Allowance. Not more often than once --------------------------------------- each month during The Tenant Improvement Allowance shall be disbursed to Tenant by Landlord within twenty (20) days of receipt of Tenant's construction process’s request accompanied by paid invoices and lien free endorsements executed by the appropriate payee. Landlord’s sole obligation to reimburse for Tenant Improvements shall not exceed that amount set forth in the Paragraph 19 of the Basic Lease Information. If any installment is not paid when due, the same shall bear interest at the Interest Rate from the due date until the payment date, and Tenant shall have the right to setoff the amount of such installments and such interest against the rent due under the Lease. Landlord acknowledges that Tenant will be occupying the Premises prior to the Commencement Date pursuant to a Sublease Agreement with MarketTools, Inc. (the “Sublease”), which Sublease has been approved by Landlord. Notwithstanding any provision of this Lease to the contrary, but subject to the terms and conditions of this Section 30, Tenant shall submit be permitted to Landlord a invoice for work done construct some or all of the Tenant Improvements to the date described in Premises during the invoice, together with copies of xxxxxxxx from Tenant's general contractor, invoices and other back-up documentation reasonably requested by Landlord. Tenant shall indicate in a cover sheet (i) that Tenant's architect has certified that all work for which payment is requested has been completed (or identifying that work that the architect believes has not been completed), (ii) the amount for which Tenant is requesting reimbursement and (iii) certifying that there are then no liens on the Premises as a result of Tenant' s Improvement work and that, to Tenant's knowledge, all bills that are then due and owing to laborers, materialmen and contractors have been paid -accordance with contract terms (the "Payment Request"). Within fifteen (15) days after receipt of a complete Payment Request, Xxxxxxx shall pay to Tenant's contractor a sum equal to ninety percent (90%) term of the amounts certified by TenantSublease, and by Tenant architect, for payment under the Payment Request. If the Cost Estimate exceed the Tenant Improvement Allowance, at the time each payment is due pursuant Landlord agrees to a Payment Request, Landlord shall pay a fraction of the total amount described in the Payment Request, the numerator of the fraction to be the amount of make the Tenant Improvement Allowance and the denominator of the fraction to be the amount of the Cost Estimateavailable during such time period for such purposes. If any lien is placed on the Premises, Landlord shall have no obligation to disburse any further agrees that (i) Tenant may use a portion of the Tenant Improvement Allowance until such time to construct an interior staircase connecting the Premises with the premises leased by Tenant on the third floor of the Building, and (ii) subject to Landlord’s approval as to the lien has been removed location, capacity and means of installing the same, Tenant may install, at its cost, an emergency back-up generator at a bond posted for its paymentlocation mutually acceptable to Landlord and Tenant in compliance with all applicable governmental regulations. The ten percent (10%) that Landlord has withheld from each monthly disbursement generator shall besupport all Building Systems, including electrical, plumbing, heating, ventilating, sprinkler and life-paid to Tenant's contractor thirty (30) days after recordation of a proper Notice of Completion with regard to Tenant's improvement worksafety equipment, but in no event until any and all liens placed on serving the Building, including the Premises as a result of Tenant's Improvement work have been removed. Within the (10) days following the recordation and any common areas of the Notice Building. Landlord will cooperate with Tenant in obtaining any permits or other governmental approvals required by the City of Completion, Tenant shall deliver Mill Valley to Landlord Conditional Lien Releases (in install and operate the form specified in the California Civil Code) from the genera contractor and all parties having lien rights. Schedule A to EXHIBIT "B" XXXXXXX JOB #4376 Plan ARCHITECT Sheet Date Rev. # Rev. Date Rev. Date ---- --------- ----- ---- ------ --------- --------- Number ------ Architectural TSH Architects 11/10/95 11/20/95 12/06/95 01/96 ------------- Title Sheet * AD * ----------- Site Plan * A1 * --------- Demolition Plan Exterior * D1 * ------------------------ Floor Plan * A2 * ---------- Roof Plan * A3 * --------- Exterior Elevations * A4 * ------------------- Building Sections * A5 * ----------------- Wall Sections/Details * A6 * --------------------- Details * A7 * ------- Details * A8 * ------- Civil Xxxx & Xxxxxx ----- Grading & Drainage * C-1 * ------------------ Grading & Drainage * C-2 * ------------------ Structural Xxxxx Design, Inc. ---------- Foundation Plan * S-1 * --------------- Roof Framing Plan * S-2 No Date ----------------- Brace Elevation & Details * S-3 * ------------------------- General Notes & Typical * S-4 * ----------------------- Details --------- Foundation & Roof Detail * S-5 * ------------------------emergency back-up generator.