IF AT ANY TIME AND FROM
TIME-TO-TIME, THE REMAINING TI COSTS UNDER THE BUDGET EXCEED THE REMAINING
UNEXPENDED TI ALLOWANCE, TENANT SHALL DEPOSIT WITH LANDLORD, AS A CONDITION
PRECEDENT TO LANDLORD'S OBLIGATION TO COMPLETE THE LANDLORD'S WORK, ONE HUNDRED
PERCENT (100%) OF THE THEN CURRENT TI COST IN EXCESS OF THE REMAINING TI
ALLOWANCE ("EXCESS TI COSTS") WITHIN TEN(10) DAYS FOLLOWING THE DETERMINATION OF
SUCH EXCESS AMOUNT PURSUANT TO AN APPROVED CHANGE WHICH RESULTS IN AN INCREASE
TO THE BUDGET. IF TENANT FAILS TO DEPOSIT, OR IS LATE IN DEPOSITING, THE AMOUNT
OF THE EXCESS TI COSTS WITH LANDLORD, LANDLORD SHALL HAVE ALL OF THE RIGHTS AND
REMEDIES SET FORTH IN THE LEASE FOR NONPAYMENT OF RENT (INCLUDING, BUT NOT
LIMITED TO, THE RIGHT TO INTEREST AT THE DEFAULT RATE AND THE RIGHT TO ASSESS A
LATE CHARGE), AND FOR PURPOSES OF ANY LITIGATION INSTITUTED WITH REGARD TO SUCH
AMOUNTS THE SAME WILL BE CONSIDERED RENT. ANY EXCESS TI COSTS HELD BY LANDLORD,
TOGETHER WITH THE REMAINING TI ALLOWANCE, IS HEREIN REFERRED TO AS THE "TI
FUND."
ANY EXCESS TI COSTS DEPOSITED WITH LANDLORD SHALL BE THE FIRST FUNDS
DISBURSED TO PAY TI COSTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN
THIS SECTION 7(D), TENANT SHALL BE FULLY AND SOLELY LIABLE FOR TI COSTS IN
EXCESS OF THE TI ALLOWANCE. IF UPON SUBSTANTIAL COMPLETION OF THE TENANT
IMPROVEMENTS AND THE PAYMENT OF ALL SUMS DUE IN CONNECTION THEREWITH THERE
REMAINS ANY UNDISBURSED TI FUND, TENANT SHALL BE ENTITLED TO SUCH UNDISBURSED TI
FUND SOLELY TO THE EXTENT OF ANY EXCESS TI COSTS DEPOSIT TENANT HAS ACTUALLY
MADE WITH LANDLORD.
(E)
PAYMENT FOR TI COSTS. FOLLOWING DELIVERY OF THE BUDGET AND THE
TENANT DELIVERIES, LANDLORD SHALL PAY TI COSTS ONCE A MONTH AGAINST A DRAW
REQUEST IN A COMMERCIALLY REASONABLE FORM, CONTAINING SUCH CERTIFICATIONS, LIEN
WAIVERS (INCLUDING A CONDITIONAL LIEN RELEASE FOR EACH PROGRESS PAYMENT AND
UNCONDITIONAL LIEN RELEASES FOR THE PRIOR MONTH'S PROGRESS PAYMENT), INSPECTION
REPORTS AND OTHER MATTERS AS LANDLORD CUSTOMARILY OBTAINS, TO THE EXTENT OF
LANDLORD'S APPROVAL THEREOF FOR PAYMENT, NO LATER THAN 30 DAYS FOLLOWING RECEIPT
OF SUCH DRAW REQUEST. UPON COMPLETION OF THE TENANT IMPROVEMENTS, TENANT SHALL
DELIVER TO LANDLORD:
(I) CERTIFICATES SETTING FORTH THE NAMES OF ALL
CONTRACTORS AND SUBCONTRACTORS WHO DID THE WORK AND FINAL UNCONDITIONAL LIEN
WAIVERS FROM ALL SUCH CONTRACTORS AND SUBCONTRACTORS; (II) "AS BUILT" PLANS FOR
SUCH TENANT IMPROVEMENTS (1 COPY IN PRINT FORMAT AND TWO (2) COPIES IN
ELECTRONIC CAD FORMAT), (III) A CERTIFICATE OF SUBSTANTIAL COMPLETION IN FORM
AIA G704, (IV) A CERTIFICATE OF OCCUPANCY (OR ITS EQUIVALENT) AND (V) COPIES OF
ALL OPERATING MANUALS AND WARRANTIES. TENANT MAY BEGIN SUBMITTING DRAW REQUESTS
FOR THE REIMBURSEMENT OF COSTS TENANT INCURS IN CONNECTION WITH THE DRAFTING OF
THE TI DESIGN DRAWINGS AT ANY TIME AFTER THAT DATE WHICH IS THIRTY (30) DAYS
AFTER THE DATE LEASE IS EXECUTED. IN THE EVENT THAT LANDLORD FAILS TO PAY ANY OF
THE TI ALLOWANCE IN THE MANNER AND WITHIN THE TIME REQUIRED