eTrade 2000 Annual Report Download - page 207

of the Tenant Improvement Allowance), decorations, signs, inventory or other perso nal property, (ii) rent for leased equipment or
other personal property, (iii) interest or financing costs, (iv) utility and permit fees or (v) administrative or overhead costs and
expenses paid or incurred by Tenant in connection with the construction of the Tenant Improvements.
4.2 Amount . Tenant shall notify Landlord in writing by January 1, 1999, of the amount of the Additional Allowance that Tenant will
require from Landlord. If the total amount of the Tenant Improvement Allowance (i.e., the sum of the Base Allowance and the amount
of the Additional Allowance requested by Tenant) exceeds Three Hundred Fourteen Thousand Six Hundred Dollars ($314,600.00)
(the “Base Allowance”), the monthly Base Rent under this Lease shall be increased effective as of the Commencement Date by an
amount equal to the product of (i) One and One-half Cents ($0.015) and (ii) the difference, between (x) the Tenant Improvement
Allowance and (y) the Base Allowance. Tenant shall pay to Landlord on January 1, 1999 any additional Base Rent due to Landlord for
the period commencing on the Commencement Date and ending on December 31, 199 8, as a result of Tenant’ s election to request
from Landlord a portion of the Additional Allowance. For purposes of this Lease, the “Additional Allowance” is defined as the
positive difference between (i) the Maximum Tenant Improvement Allowance and (ii) the Base Allowance.
4.3 Payment of the Tenant Improvement Allowance . Landlord shall pay the Tenant Improvement Allowance to Tenant within thirty
(30) days after Tenant’ s written request therefore, provided that (i) Tenant is not in default under the terms of this Lease after the
expiration of any applicable cure period, (ii) Tenant has completed all of the Tenant Improvement Work in accordance with the
Approved Working Drawings and this Work Letter, and (iii) Tenant has delivered to Landlord the following: (a) a copy of a “finaled”
building permit issued by the City of Menlo Park or certificate of occupancy for the Premises, (b) a certificate of completion issued
by Tenant’ s Architect, certifying that the Tenant Improvement Work has been completed in accordance with the Approved Working
Drawings, (c) “as built” drawings for the Premises, (d) evidence that the total cost of the portion of the Tenant Improvement Work
which may be paid for out of the Tenant Improvement Allowance is equal to or exceeds the amount of the Tenant Improvement
Allowance requested by Tenant, which evidence shall be in the form of copies of paid invoices and the applicable construction
contracts, and (e) unconditional lien waivers from Tenant’ s Contractor and all subcontractors, materialmen and suppliers that have
performed work or supplied materials in connection with the Tenant Improvement Work.
5. Default . Tenant’ s failure to timely commence or complete the Tenant Improvement Work or to comply with any of the other terms
or conditions of this Work Letter shall constitute an Event of Default under the Lease.
6.Representatives.
6.1 Tenant’ s Representative . Tenant has designated Tenant’ s Representative as its sole representative with respect to the matters set
forth in this Work Letter, who shall have full authority and responsibility to act on behalf of the Tenant as required in this Work Letter.
Tenant shall not change the Tenant’ s Representative without notice to Landlord.
6.2 Landlord’ s Representative . Landlord has designated Landlord’ s Representative as its sore representative with respect to the
matters set forth in this Work Letter, who shall have full authority and responsibility to act on behalf of Landlord as required in this
Work Letter. Landlord shall not change Landlord’ s Representative without notice to Tenant.
7. Indemnity . Tenant shall indemnify, protect and defend (with counsel satisfactory to Landlord) and hold harmless Landlord and all
other Indemnified Parties from and against any and all suits, claims, actions, losses, costs or expenses (including claims for workers’
compensation, attorneys’ fees and costs) based on personal injury or property damage caused in, or contract claims (including, but not
limited to claims for breach of warranty) arising from the performance of the Tenant Improvement Work. Tenant shall repair or
replace (or, at Landlord’ s election, reimburse Landlord for the cost of repairing or replacing) any portion of the Building, Phase and/or
Project, or item of Landlord’ s equipment or any of Landlord’ s real or personal property, damaged, lost or destroyed in the
performance of the Tenant Improvement Work.
8. No Representations or Warranties . Notwithstanding anything to the contrary contained in the Lease or this Work Letter, Landlord’ s
participation in the preparation of the Preliminary Plans and the Approved Working Drawings shall not constitute any representation
or warranty, express or implied, that the Preliminary Plans or the Approved Working Drawings are in conformity with applicable
governmental codes, regulations or rules. Tenant acknowledges and agrees that the Premises are intended for use by Tenant and the
specification and design requirements for the Tenant Improvements are not within the special knowledge or experience of Landlord.
9. No Encumbrance . Tenant shall not mortgage, grant a security interest in or otherwise encumber all or any portion of the Tenant
Improvements.
10. Landlord Delays . The Commencement Date shall be delayed one (1) day for each day that Landlord is late in responding to
Tenant’ s request for approval of the Preliminary Plans and Working Drawings as provided above.
2002. EDGAR Online, Inc.