Common use of Disbursement of Allowance Clause in Contracts

Disbursement of Allowance. Landlord shall pay without offset or deduction, except for the Construction Management Fee, to Tenant or to others as designated by Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot of the Demised Premises (the “Improvement Allowance”) from time to time in accordance with the provisions of this Article 4, provided an Event of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or the completion of the Tenant Improvements. The Improvement Allowance may apply to hard and soft costs associated with the construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following have occurred: (i) the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentence.

Disbursement of Allowance. a) Landlord shall pay without offset or deduction, except for the Construction Management Fee, to Tenant or to others as designated by Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot a Tenant Improvement Allowance as provided in Section 16 of the Demised Premises (the “Improvement Allowance”) from time to time in accordance with the provisions of this Article 4, provided an Event of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or the completion of the Tenant ImprovementsSecond Amendment. The Improvement Allowance may apply to hard and soft costs associated with the construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following have occurred: (i) the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this his Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; and (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentence. b) Disbursement Requests shall relate only to Tenant Work occurring in calendar year 2013. The final Disbursement Request as described above shall be submitted on or before January 31, 2014; provided however that any excess Allowance may be offset against Minimum Rent coming due after January 31, 2014.

Disbursement of Allowance. If the Allowance is applied to Base Rent, then Landlord shall pay without offset or deductionapply the Allowance monthly toward the payment of Base Rent. If Tenant elects to have the Allowance used for Allowance Items, except for the Construction Management Fee, Allowance shall be paid to Tenant or to others as designated by Tenant an improvement allowance of up to Thirty Dollars in periodic disbursements within thirty ($30.0030) per rentable square foot of the Demised Premises (the “Improvement Allowance”) from time to time in accordance with the provisions of this Article 4, provided an Event of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or the completion of the Tenant Improvements. The Improvement Allowance may apply to hard and soft costs associated with the construction of the Tenant Improvements days after (but shall not apply to no earlier than the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th fifth day of the calendar month immediately following the expiration of such 30-day period) Landlord’s receipt of the following documentation: (A) Tenant’s application for payment and a certified statement from Tenant’s contractor substantially in the form of AIA Document G-702, covering all work for which disbursement is to be made up to a date specified therein (a “Tenant Disbursement Request”); (B) a certification from the request applicable project architect substantially in the form of the Architect’s Certificate for Payment which is madelocated on AIA Document G702, Application and Certificate of Payment; and (C) contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the State of California together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s mortgagee may reasonably require. Upon completion of the applicable Alterations, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans for the applicable Alterations in the Premises, and (5) the certification of Tenant’s architect that the applicable Alterations have been installed in a good and workmanlike manner, in accordance with plans approved by Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested and in such Disbursement Requestaccordance with applicable Laws. Notwithstanding anything to the contrary contained herein, the final Disbursement Request Landlord shall not be paid until all required to disburse any part of the following have occurred: Allowance more than one time per calendar month, or to disburse any part of the Allowance (itaken in the aggregate) during the continuance of an uncured default (without regard to any notice or cure period), and Landlord’s obligation to disburse shall only resume when and if such default is cured. If Landlord, in good faith, disputes any item in a Tenant Improvements are Substantially Completed and invoices therefor are presented Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completionany substandard work, and Landlord has approved delivers a written objection to any such item setting forth Landlord’s reasons for its dispute (a “Draw Dispute Notice”), within ten (10) business days following delivery of the Tenant Improvements and/or Disbursement Request, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall diligently, and in good faith, endeavor to resolve any such dispute. Landlord’s architect has approved payment of any portion of the Tenant Improvements Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender set forth in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentenceRequest.

Disbursement of Allowance. During the design and construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Allowance to reimburse Tenant for Allowance Items and shall authorize the release of funds as follows. (i) On or before the fifth (5th) day of each calendar month (or such other date as Landlord may reasonably designate), Tenant shall deliver to Landlord: (A) a request for payment from Contractor (defined below) approved by Tenant, in a form reasonably approved in advance by Landlord, including a schedule of values and showing the percentage of completion, by trade, of the Tenant Improvements, which details the portion of the work completed and the portion not completed; (B) invoices from all of Tenant’s Agents (defined below) for labor rendered and materials delivered to the Premises; (C) executed conditional mechanic’s lien releases from all of Tenant’s Agents who have lien rights with respect to the subject request for payment (along with unconditional mechanics’ lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder made more than 45 days in advance of Tenant current submission) in compliance with all applicable Laws; (D) a copy of the check(s) which Tenant issued to pay without offset or deductionthe requested sums to Tenant’s Agents; and (E) all other information reasonably requested by Landlord (collectively, except for the Construction Management Fee“Payment Request Supporting Documentation”). (ii) Within thirty (30) days after Tenant’s delivery to Landlord of all Payment Request Supporting Documentation, Landlord shall deliver a check made payable to Tenant or to others as designated by Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot in payment of the Demised Premises lesser of: (x) the amount so requested by Tenant, as set forth above, less (i) the applicable Over-Allowance Amount (defined in Section 3.2(a) below and (ii) a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Improvement AllowanceFinal Retention”), and (y) the balance of any remaining available portion of the Allowance (not including the Final Retention), provided that if Landlord reasonably disputes any item in a request for payment based on non-compliance of any work with the Approved Working Drawings (defined below) or due to any substandard work and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute A–2 Notice”) within ten (10) Business Days following Tenant’s submission of its Payment Request Supporting Documentation, Landlord may deduct the amount of such disputed item from time the payment. Landlord and Tenant shall, in good faith, endeavor to time diligently resolve any such dispute. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in accordance with Tenant’s payment request. (iii) Subject to the provisions of this Article 4Work Agreement, provided an Event following the final completion of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or the completion construction of the Tenant Improvements. The Improvement Allowance may apply , Landlord shall deliver to hard Tenant a check made payable to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (A) Tenant delivers to Landlord properly executed unconditional mechanics’ lien releases from all of Tenant’s Agents in compliance with all applicable Laws, as reasonably determined by Landlord; (B) Landlord has reasonably determined in good faith that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and soft costs associated with air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building; (C) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements has been finally completed; (but shall not apply D) Tenant supplies Landlord with evidence that all governmental approvals required for Tenant to legally occupy the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially completePremises have been obtained; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following have occurred: (i) the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viiiE) Tenant has provided to Landlord final releases of liens from fulfilled its Completion Obligations (defined below) and has otherwise complied with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, closeout documentation regarding the contractor in form general contractor, financial close-out matters, and substance reasonably satisfactory to Landlord or the time period in which a mechanicTenant’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentencevendors.

Disbursement of Allowance. Tenant shall have the right to request disbursements of the Allowance (not more frequently than on a monthly basis) to reimburse Tenant for Allowance Items for the benefit of Tenant and shall authorize the release of funds for the benefit of Tenant as follows: (i) In connection with any request for disbursement of the Allowance, Tenant shall deliver to Landlord: (A) a request for payment, including a schedule of values and showing the percentage of completion, by trade, of the Tenant Improvement Work, which details the portion of the work completed and the portion not completed; (B) invoices from all contractors, laborers, materialmen, subcontractors and suppliers used by Tenant (collectively as “Tenant’s Agents”) for labor rendered and materials delivered to the Premises; (C) executed conditional mechanics’ lien releases from all of Tenant’s Agents which shall substantially comply with the a Second Amendment to 100 Potrero Lease ppropriate provisions of California Civil Code Section 8132 or 8136 or unconditional releases, if appropriate, pursuant to California Civil Code Section 8134 or 8138; and (D) all other information reasonably requested by Landlord (collectively, the “Payment Request Supporting Documentation”). (ii) Within thirty (30) days thereafter, Landlord shall pay without offset or deduction, except for the Construction Management Fee, deliver a check made payable to Tenant or checks made payable to others another party or parties as designated reasonably requested by Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot in Tenant’s Payment Request Supporting Documentation in payment of the Demised Premises lesser of: (X) the amount so requested by Tenant, as set forth above, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Improvement AllowanceFinal Retention”), and (Y) the balance of any remaining available portion of the Allowance (not including the Final Retention), provided that if Landlord, in good faith, disputes any item in a request for payment based on material non-compliance of any work with the working drawings approved by Landlord or due to any materially substandard work and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute Notice”), within ten (10) business days following Tenant’s submission of its Payment Request Supporting Documentation, Landlord may deduct the amount of such disputed item from time the payment. Landlord and Tenant shall, in good faith, endeavor to time diligently resolve any such dispute. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in accordance with Tenant’s payment request. Notwithstanding the foregoing, Landlord shall not withhold retention as set forth above to the extent that (i) the xxxxxxxx submitted by Tenant already reflect a ten percent (10%) retention on all hard costs of construction (and if the xxxxxxxx reflect a lower retention, Landlord shall only withhold a sufficient amount so that the total retention is equal to ten percent (10%)) or (ii) Tenant received Landlord’s pre-approval not to withhold retention for specific hard costs. (iii) Subject to the provisions of this Article 4Section 8, provided an Event of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or following the completion of the Tenant Improvements. The Improvement Allowance may apply Work, Landlord shall deliver to hard and soft costs associated Tenant a check made payable to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (A) Tenant delivers to Landlord properly executed conditional mechanics’ lien releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions of California Civil Code Section 8132 or 8136 or unconditional releases if appropriate pursuant to California Civil Code Section 8134 or 8138; (B) Landlord has determined in good faith that no substandard work exists which materially adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building; (C) the architect approved by Landlord delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the performance and construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested Improvement Work in the Disbursement Request is Premises has been substantially completecompleted; (D) Tenant supplies Landlord with evidence that all required governmental approvals required for Tenant to legally occupy the Premises have been obtained; and (iiE) photocopies Tenant has fulfilled its Completion Obligations (as defined below). (iv) Within ten (10) days after final completion of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except Improvement Work, Tenant shall cause a Notice of Completion to be recorded in the case office of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date R Second Amendment to 100 Potrero Lease ecorder of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month County in which the request Building is made, Landlord, on or before the 30th day located in accordance with Section 8182 of the same monthCalifornia Civil Code or any successor statute, shall pay furnish a copy thereof to Landlord upon such recordation. Within ninety (90) days following the final completion of the Tenant or Improvement Work; Tenant shall cause its architect and contractor (A) to others update the approved working drawings as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything necessary to reflect all changes made to the contrary contained herein, approved working drawings during the final Disbursement Request shall not be paid until all course of the following have occurred: Tenant Improvement Work, (iB) to certify to the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence best of their knowledge that the Tenant Improvements have otherwise been paid for in full updated drawings are true and correct, which certification shall survive the expiration or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 termination of the Lease; , (vC) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to deliver to Landlord final releases two (2) CD ROMS of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto such updated drawings in accordance with Landlord’s then current CAD format requirements, and (D) to deliver to Landlord copies of the preceding sentencefinal approvals of the Tenant Improvement Work from the San Francisco Department of Building Inspection (“SFDBI”). Tenant’s obligations set forth in this Section 8(d) are collectively referred to as the “Completion Obligations.”

Disbursement of Allowance. Landlord shall pay without offset or deduction, except for the Construction Management Fee, to Tenant or to others as designated by Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot of the Demised Premises (the “Improvement Allowance”) Allowance from time to time in accordance with the provisions of this Article 4, provided an Event of Default shall not then be continuing and . Tenant shall be in possession entitled to the disbursement of up to one-half of the Demised Premises for the conduct of its business or the completion of the Tenant Improvements. The Improvement Allowance may apply to hard and soft costs associated with the construction of the Tenant Improvements (but shall not apply prior to the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and Commencement Date which sums shall be disbursed as provided below. The balance of Improvement Allowance will be made available to Tenant and disbursed as provided below ten (10) days following the first Fixed Basic Rent payment made by the Tenant to Landlord following the Commencement Date. Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “"Disbursement Request”"), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect Tenant's contractor and architect that the portion of Tenant Improvements Work requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant ImprovementsWork; and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s 's general contractor (or construction manager, as the case may be) and from all material subcontractors, being those in excess of $10,000, for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following have occurred: (i) the Tenant Improvements are Work is Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have Work has otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Tenant's Architect has and contractor have certified Substantial Completionsubstantial completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved Work to the Tenant Improvements as extent required by in this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 35 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality West Goshen Township and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; and (viii) Tenant has provided to Landlord final releases of liens from the contractor and all Material Subcontractors in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional RentLandlord. Landlord agrees to timely promptly fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentence.

Disbursement of Allowance. Provided Tenant is not in default under the Lease, Landlord shall pay without offset disburse the Allowance (or deduction, except for the Construction Management Feeunexpended portion of the Allowance as of the date of this Amendment), to Tenant or to others as designated by reimburse Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot of the Demised Premises (the “Improvement Allowance”) from time to time in accordance with the provisions of this Article 4, provided an Event of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or the completion of the actual Tenant Improvements. The Improvement Allowance may apply to hard and soft costs associated Work Cost which Tenant incurs in connection with the construction of the Tenant Improvements in accordance with the following: (but shall not apply to a) Initial Disbursements. Ninety percent (90%) of the purchase portion of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised PremisesAllowance requested in the Draw Request (defined below) and shall be disbursed as provided below. to Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar monthmonthly when Landlord has received the following "Evidence of Completion and Payment": (i) by delivering Tenant has delivered to Landlord a disbursement draw request (each"Draw Request") in a form satisfactory to Landlord and Landlord's lender with respect to the Tenant Improvements specifying that the requisite portion of the Tenant Improvement Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant Improvement Work covered by the Draw Request. The Draw Request shall constitute a “Disbursement Request”representation by Tenant that the Tenant Improvement Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule and has been paid for; (ii) The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans; (iii) Tenant has delivered to Landlord such other evidence of Tenant's payment of Tenant's contractor and subcontractors for the portions of the Tenant Improvement Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant Improvement Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171), each of which Disbursement Requests shall be accompanied by ; EXHIBIT "C" -6- 63 (iiv) a certificate from Landlord or Landlord's architect or construction representative has inspected the Architect Tenant Improvements and determined that the portion of Tenant Improvements requested in Improvement Work covered by the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Draw Request has been paid or incurred by Tenant completed in connection with the Tenant Improvements; a good and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following have occurred: (i) the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentence.workmanlike manner;

Disbursement of Allowance. 35.2.1 The Allowance shall be paid by Landlord shall pay without offset or deduction, except for the Construction Management Fee, to Tenant or to others as designated by Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot of the Demised Premises (the “Improvement Allowance”) from time to time in accordance with the provisions of this Article 4, provided an Event of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or the completion of the Tenant Improvements. The Improvement Allowance may apply to hard and soft costs associated with the construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been amounts actually paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, lien releases from Improvements to Tenant’s general contractor (vendors, suppliers or construction managercontractors, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided provided that Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following have occurred: received (i) a certificate signed by Tenant setting forth (a) that the sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in connection with work on the Tenant Improvements, (b) a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect thereof, and (c) that the work described in the certificate was performed any time after June 1, 2003 and (ii) paid receipts or such other proof of payment as Landlord shall reasonably require for all such work completed. Landlord shall reimburse Tenant within thirty (30) days after Landlord’s receipt of a written request for reimbursement from Tenant and shall debit the Allowance therefor. Upon completion of the Tenant Improvements, Tenant shall provide Landlord a copy of a final unconditional lien waivers satisfactory to Landlord executed by any contractors or subcontractors for whose labor or material Tenant has previously been reimbursed pursuant to this Section 35. 35.2.2 Tenant shall have the right to receive disbursements of the Allowance no more than five (5) times following the Effective Date of this Lease (the “FiveDisbursements”). If Tenant does not fully utilize the Allowance within the Five Disbursements, Tenant shall forfeit the remainder of the Allowance and shall receive no credit therefor. 35.2.3 Tenant shall bear any costs to complete the Tenant Improvements are Substantially Completed and invoices therefor are presented in excess of the Allowance or to Landlord; (ii) Tenant provides evidence that the extent such Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) are completed after the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentenceFive Disbursements.

Disbursement of Allowance. Landlord shall pay without offset make monthly disbursements of the Allowance and shall authorize the release of monies as follows: * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (a) Each calendar month Tenant may deliver to Landlord: (i) a request for payment from Contractor, approved by Tenant, in a customary form to be provided or deductionapproved by Landlord, except showing the schedule, by trade, of percentage of completion of the Tenant Improvements detailing the portion of the work completed and the portion not completed, and/or one or more invoices, approved by Tenant, for Allowance Items other than costs of the Construction Management FeeTenant Improvements; (ii) invoices from all of Tenant’s Agents for labor rendered and materials delivered to the Premises; (iii) executed conditional mechanic’s lien releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d), or conditional releases if appropriate; and (iv) all other information reasonably requested in good faith by Landlord. Within thirty (30) days thereafter, Landlord shall deliver a check made payable to Tenant, or a check or checks made payable to another party or parties as requested by Tenant, in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention as to payments to Contractor (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Allowance (not including the Final Retention), provided that, if Landlord, in good faith, disputes any item in a request for payment based on non-compliance of any work with the Approved Working Drawings or due to any substandard work and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute Notice”) within five (5) business days following Tenant’s submission of such draw request, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to resolve any such dispute with diligence and dispatch. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. (b) If and to others as designated the extent that Landlord fails to fund any monthly disbursement of the Allowance within thirty (30) days following Tenant’s submission to Landlord of a draw request containing all of the materials and information require pursuant to Section 2.6.2 (subject to Landlord’s right to deduct amounts specified in a timely Draw Dispute Notice), Tenant shall be entitled to fund the amount set forth in Tenant’s draw request and deduct the same, together with interest at the Interest Rate, from Rent next due and payable by Tenant an improvement allowance of up under the Lease, provided that Tenant will concurrently deliver notice to Thirty Dollars ($30.00) per rentable square foot Landlord of the Demised Premises amount so funded by Tenant. Additionally, if and to the extent that Landlord’s failure to timely fund a monthly disbursement of the Allowance causes Tenant to incur any additional penalty or fee payable to Contractor, Landlord will be responsible for such penalty or fee (and Tenant will similarly have the “Improvement Allowance”right to offset such penalty or fee, together with interest at the Interest Rate, against Rent payable under the Lease). If and to the extent that Landlord timely delivers any Draw Dispute Notice, Landlord shall nevertheless be obligated to fund the portion of such draw request, if any, which Landlord has not duly disputed, and Tenant shall only be entitled to fund the undisputed amount of such draw request to the extent Landlord fails to so fund such amount. If Tenant commences to offset unfunded draw amounts (or any penalty or fee payable to Contractor as described above) from time pursuant to time in accordance with the provisions of this Article 4Section 2.6.2(b), provided an Event Landlord shall have the right, at any time, to pay to Tenant all or any portion of Default shall not then be continuing the then-unfunded amount and accrued interest, in which event Tenant shall be in possession of have no further right to continue such offset with respect to the Demised Premises for the conduct of its business or the completion amount so paid. (c) Upon Substantial Completion of the Tenant Improvements, Landlord shall deliver to Tenant a check to Tenant made payable to Tenant, or a check or checks made payable to another party or parties as requested by Tenant, in the amount of the Final Retention, less an amount equal to one hundred fifty percent (150%) of the estimated cost of the punch list items remaining to be completed as determined by Landlord and Tenant (the “Punch List Retention”). The Improvement Allowance may apply Punch List Retention shall be paid by Landlord to hard and soft costs associated with Tenant promptly following the completion of construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenantand Landlord’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment receipt of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following have occurred: (i) the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentenceClose-Out Package.

Disbursement of Allowance. Landlord shall make monthly (or more frequently if Tenant’s Contracts require Tenant to pay without offset or deduction, except for the Construction Management Fee, to Tenant or to others as designated by Tenant an improvement allowance of up to Thirty Dollars ($30.00costs and expenses more frequently than monthly) per rentable square foot disbursements of the Demised Premises Allowance and shall authorize the release of monies as follows: (a) Periodically, but not less than each calendar month, Tenant may deliver to Landlord: (i) a request for payment from Contractor, approved by Tenant, in a customary form to be provided or approved by Landlord, showing the “Improvement Allowance”) from time to time in accordance with the provisions schedule, by trade, of this Article 4, provided an Event percentage of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or the completion of the Tenant Improvements detailing the portion of the work completed and the portion not completed, and/or one or more invoices, approved by Tenant, for Allowance Items other than costs of the Tenant Improvements; (ii) invoices from all of Tenant’s Agents for labor rendered and materials delivered to the Premises; (iii) executed unconditional mechanic’s lien releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d), or conditional releases if appropriate; and (iv) all other information reasonably requested in good faith by Landlord. Landlord will have no obligation to process any payment request if all of the above conditions are not fully met. Within thirty (30) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant, or a check or checks made payable to another party or parties as requested by Tenant, in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention as to payments to Contractor (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Allowance (not including the Final Retention), provided that, if Landlord disputes any item in a request for payment based on non-compliance of any work with the Approved Working Drawings or due to any substandard work, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to resolve any such dispute with diligence and dispatch. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. (b) Upon Substantial Completion of the Tenant Improvements, Landlord shall deliver to Tenant a check to Tenant made payable to Tenant, or a check or checks made payable to another party or parties as requested by Tenant, in the amount of the Final Retention, less an amount equal to one hundred fifty percent (150%) of the estimated cost of the punch list items remaining to be completed as determined by Landlord and Tenant (the “Punch List Retention”). The Improvement Allowance may apply Punch List Retention shall be paid by Landlord to hard and soft costs associated with Tenant promptly following the completion of construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenantand Landlord’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment receipt of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a Close-Out Package. The term “Disbursement Request”), each of which Disbursement Requests Substantial Completion” shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following have occurred: (i) the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence mean that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto completed substantially in accordance with the preceding sentenceApproved Working Drawings, as evidenced by a certificate of the Architect delivered to Landlord and Tenant.

Disbursement of Allowance. As stated above, Tenant is responsible for payment of the Agreed Cost of construction. However, as an accommodation to Tenant, Landlord shall pay without offset or deduction, except for agrees to make advances of the Construction Management Fee, Allowance to Tenant or to others as designated directed by Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot of the Demised Premises (the “Improvement Allowance”) from time to time in accordance with the provisions of this Article 4, provided an Event of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or the completion of the Tenant Improvements. The Improvement Allowance may apply to hard and soft costs associated with during the construction of the Tenant Improvements tenant improvements, on the following terms and conditions: (but shall not apply to a) Advances of the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and Allowance shall be disbursed as provided below. made no more often that once per month for work that has been completed. (b) Landlord shall disburse the Allowance to Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by either (i) a certificate from the Architect that the portion for its prior payment of Tenant Improvements requested in the Disbursement Request is substantially complete; and Agreed Costs or (ii) photocopies in direct payment (for Tenant’s account) of the Agreed Costs, and, in either case, in installments that do not exceed progress payments specified by the Construction Contract during the course of construction of the leasehold improvements, except that, Landlord is not obligated to make disbursement that exceeds the total amount of the Allowance. In addition, Tenant is not entitled to a disbursement of the Allowance for payment of statutorily or contractually required retainage until after thirty days following final completion of the Work. (c) As a condition precedent to the disbursement of the Allowance, Landlord must have received a certification as required by this subparagraph (c). Each such application shall set forth the amount of advance requested and certify the percentage of completion of the leasehold improvements (as scheduled in the Construction Contract). Each such application shall include (i) the certification of the Contractor, addressed to Landlord, that the work covered by the application has been completed, (ii) copies of invoices evidencing that for the amount being requested pursuant to such Disbursement Request has been paid or incurred work covered by Tenant in connection with the Tenant Improvements; and application, (iii) except in if the case application is for reimbursement of amounts paid by Tenant, evidence of such payment, and (iv) lien waivers from the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work Contractor and services completed any major subcontractors designated by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until covering all of the following work related to the application and all prior work. (d) Upon completion of the leasehold improvements, and as a condition precedent to any advance of the Allowance with respect to such completion, Landlord must have occurredreceived the following: (i) the Tenant Improvements are Substantially Completed and invoices therefor are presented certification of the Contractor, addressed to Landlord; , that the leasehold improvements are substantially complete, except for punch-list items specifically described, (ii) Tenant provides evidence that copies of invoices for completion of the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; leasehold improvements, and (iii) final lien waivers from the Architect has certified Substantial CompletionContractor and any major subcontractors designated by Landlord, covering all of the leasehold improvements (e) Each application and certification given pursuant hereto constitutes the Tenant’s representation and warranty to Landlord has approved that the Tenant Improvements and/or leasehold improvements have been completed to the level indicated and that it is entitled to the requested advance. (f) There are no third party beneficiaries of Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel agreement to Landlord and its lender in the form required by Section 20 make advances of the Lease; (v) if required by applicable Laws and RequirementsAllowance, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry such agreements being solely for the Demised Premises; (viii) Tenant has provided to Landlord final releases benefit of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentenceTenant.

Disbursement of Allowance. Landlord 35.3.1 If Tenant is responsible for construction of the Tenant’s Work, the Allowance and the Amortized Amount, if any, shall pay without offset or deduction, except for the Construction Management Fee, be disbursed to Tenant on a progress payment basis. Proper draw requests submitted by the 20th day of any calendar month shall be paid by the 15th day of the following calendar month. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts theretofore paid by Tenant (as certified by Tenant’s architect) to Tenant’s contractors, subcontractors, material suppliers, and vendors, and which have not been subject to previous disbursements from the Allowance. Tenant shall withhold from its general contractor, and shall require its general contractor to withhold from each subcontractor, a retainage equal to ten percent (10%) of each progress payment made until the Tenant’s Work is fifty percent (50%) complete, and thereafter no further incremental retainage shall be required if the work is being satisfactorily prosecuted. Tenant shall, upon Landlord’s request, provide adequate evidence of such retainage, and in the event that Tenant fails to provide such evidence, then Landlord may withhold an amount equal to the retainage described above. All requests for disbursement of the Allowance and the Amortized Amount (as defined herein), if any, shall be accompanied by certificate signed by Tenant or Tenant’s architect (a) that the sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in connection with work on the Tenant Work, (b) a complete description of such services and materials and the amounts paid or to others as designated by Tenant an improvement allowance be paid to each of up to Thirty Dollars such persons in respect thereof, and ($30.00c) per rentable square foot of that the Demised Premises (work described in the “Improvement Allowance”) from time to time certificate has been completed substantially in accordance with the provisions Approved Plans and Specifications and (ii) paid receipts or such other proof of this Article 4payment as Landlord shall reasonably require for all such work completed. 35.3.2 If any of the Allowance is not paid pursuant to subsection (a) above, it shall be paid by Landlord to Tenant upon completion of the Tenant's Work, to reimburse Tenant for amounts actually paid by Tenant in connection therewith to Tenant's vendors, suppliers or contractors, provided an Event that Landlord shall have received (i) a certificate in accordance with the requirements of Default subsection (a) above, accompanied by lien waivers satisfactory to Landlord executed by any contractors or subcontractors for whose labor or material Tenant has previously been reimbursed pursuant to subsection (a) above, (ii) paid receipts or such other proof of payment as Landlord shall not then be continuing reasonably require evidencing that final payment has been made for all materials and labor furnished in connection with the Tenant Work, and (iii) a copy of a final unconditional certificate of occupancy evidencing that Tenant may commence occupancy of the Premises for all purposes set forth in this Lease. 35.3.3 Tenant shall be in possession of permitted to apply the Demised Premises for Allowance and the conduct of its business or the completion of the Tenant Improvements. The Improvement Allowance may apply Amortized Amount, if any, to hard and soft any costs associated with the design and construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenant’s Work and Tenant’s relocation to the Demised Premises) , including without limitation, the Tenant’s Work, space planning and design, mechanical, electrical and plumbing engineering costs, construction fees, tenant improvement cabling, voice/data, phone data costs, built-in and removable furniture, consultant fees, any move or relocation costs and Tenant-initiated and Landlord-approved changes to the Base Building Shell. 35.3.4 If the cost to complete the Tenant’s Work exceeds the Allowance, Landlord shall advance up to the Amortized Amount, subject to the provisions of Section 35.3. 4.1. Tenant shall notify Landlord whether it desires Landlord to advance all or any portion of the Amortized Amount; provided that Tenant shall have no obligation to notify Landlord of its desire to utilize the Amortized Amount prior to delivery of Possession of Landlord’s Items.. Such portion of the Amortized Amount which has been advanced shall be disbursed as provided below. repaid by Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord on a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such requestmonthly basis, together with all supporting documentation required aboveBase Rent, on or before as additional rent, in an amount equal to the 10th day amount of the calendar month in Amortized Amount which has been advanced, amortized over the request is madeten (10) year term, with interest accruing at ten percent (10%) per annum. Tenant shall execute an amendment to this Lease or an acknowledgment of the Amortized Amount within fifteen (15) days after receipt of a written statement from Landlord, on together with reasonable supporting documentation. Notwithstanding that the Amortized Amount shall be payable as additional rent, it shall be treated and accounted for separately from other rent payable under this Lease as it will not be subject to any annual or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Requestother rental escalation. Notwithstanding anything herein to the contrary contained hereincontrary, accrual of interest on the final Disbursement Request Amortized Amount shall not commence until the date same (or any portion thereof) is disbursed. 35.3.4.1 Notwithstanding anything in Section 35.3.4 to the contrary, Landlord shall not be paid until all required to disburse any portion of the following have occurred: (i) Amortized Amount if Tenant’s credit rating falls below a “BB-“ as determined by Standard & Poor’s credit rating agency or Xxxxx’x credit rating agency. If, after disbursing all or any portion of the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full Amortized Amount, Tenant’s credit rating falls below a “B+“ as determined by Standard & Poor’s credit rating agency or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requestedXxxxx’x credit rating agency, Tenant shall have provided an estoppel to Landlord and its lender in repay the form required by Section 20 unamortized amount of the Lease; Amortized Amount upon fifteen (v15) if required by applicable Laws and Requirementsdays advance written notice from Landlord. 35.3.4.2 If Tenant does not elect to utilize the Amortized Amount within six (6) months after the Rent Commencement Date, then Tenant shall be deemed to have waived its right to utilize the Amortized Amount. 35.3.5 If Tenant does not fully utilize the Allowance, Tenant shall have obtained be permitted to take a Certificate credit against Base Rent in the amount of Occupancythe unused Allowance, or its equivalent from provided that Tenant utilizes that credit during the local municipality and first twenty-four (24) months of the Commonwealth of PennsylvaniaTerm. 35.3.6 Notwithstanding anything in this Section 35.3 to the contrary, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would shall only be required to disburse the Allowance and the Amortized Amount on a per square foot basis as Tenant elects to improve the Premises. By way of example, but without limitation, if Tenant determines to improve only 75,000 rentable square feet of the Premises initially, Landlord shall only be filed in order required to be enforceable shall disburse $1,650,000 of the Allowance (computed as $22 multiplied by 75,000 rsf) and $750,000 of the Amortized Amount (computed as $10 multiplied by 75,000 rsf), provided that the other conditions for disbursement have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentencebeen satisfied.

Disbursement of Allowance. Landlord shall pay without offset or deduction, except for the Construction Management Fee, to Tenant or to others as designated by Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot of the Demised Premises (the “Improvement Allowance”) from time to time in accordance with the provisions of this Article 4, provided an Provided no Event of Default shall not then be continuing and exist under this Lease, Landlord shall disburse the Tenant shall be in possession of the Demised Premises for the conduct of its business or the Improvement Allowance to Tenant within thirty (30) days following substantial completion of the Tenant Improvements. The Improvement Allowance may apply to hard and soft costs associated with the construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and shall be disbursed as Initial Alterations provided below. Tenant may request payment of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by that (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant delivers to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, Landlord properly executed mechanics lien releases from Tenant’s general contractor (or construction managerin compliance with California Civil Code Sections 8132 through 8138, as the case may be, (ii) Tenant’s Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of Initial Improvements in the Premises has been substantially completed, and (iii) Tenant delivers to Landlord the drawings, warranties and other documentation required by Section 10.4 hereof. If Landlord fails to disburse the Tenant Improvement Allowance within thirty (30) days following a written notice from Tenant providing all documentation required by this Lease for all work and services completed by such persons through the date disbursement of the Disbursement Request immediately preceding Tenant Improvement Allowance, Tenant may offset any unpaid amounts against Rent next coming due under the Disbursement Request in question. Provided Landlord receives such requestLease; provided, together with all supporting documentation required abovehowever, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of entitled to any such offset if Landlord within the following have occurred: thirty (i30) day period hereinabove provides written notice to Tenant disputing amounts to be disbursed or reimbursed to Tenant under this Section 10.2 with reasonable detail to explain the amounts in dispute and disburses to Tenant from the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for Improvement Allowance amounts not in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentencedispute.

Disbursement of Allowance. Landlord shall pay without offset make monthly disbursements of the Allowance and shall authorize the release of monies as follows: (a) Each calendar month Tenant may deliver to Landlord: (i) a request for payment from Contractor, approved by Tenant, in a customary form to be provided or deductionapproved by Landlord, except showing the schedule, by trade, of percentage of completion of the Tenant Improvements detailing the portion of the work completed and the portion not completed, and/or one or more invoices, approved by Tenant, for Allowance Items other than costs of the Construction Management FeeTenant Improvements; (ii) invoices from all of Tenant’s Agents for labor rendered and materials delivered to the Expansion Space; (iii) executed unconditional mechanic’s lien releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d), or conditional releases if appropriate; and (iv) all other information reasonably requested in good faith by Landlord. Within thirty (30) days thereafter, Landlord shall deliver a check made payable to Tenant, or a check or checks made payable to another party or parties as requested by Tenant, in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention as to payments to Contractor (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Allowance (not including the Final Retention), provided that, if Landlord, in good faith, disputes any item in a request for payment based on non-compliance of any work with the Approved Working Drawings or due to any substandard work and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute Notice”) within five (5) business days following Tenant’s submission of such draw request, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to resolve any such dispute with diligence and dispatch. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. (b) If and to others as designated the extent that Landlord fails to fund any monthly disbursement of the Allowance within thirty (30) days following Tenant’s submission to Landlord of a draw request containing all of the materials and information require pursuant to Section 2.6.2 (subject to Landlord’s right to deduct amounts specified in a timely Draw Dispute Notice), Tenant shall be entitled to fund the amount set forth in Tenant’s draw request and deduct the same, together with interest at the Interest Rate, from Rent next due and payable by Tenant an improvement allowance of up under the Lease, provided that Tenant will concurrently deliver notice to Thirty Dollars ($30.00) per rentable square foot Landlord of the Demised Premises amount so funded by Tenant. Additionally, if and to the extent that Landlord’s failure to timely fund a monthly disbursement of the Allowance causes Tenant to incur any additional penalty or fee payable to Contractor, Landlord will be responsible for such penalty or fee (and Tenant will similarly have the “Improvement Allowance”right to offset such penalty or fee, together with interest at the Interest Rate, against Rent payable under the Lease). If and to the extent that Landlord timely delivers any Draw Dispute Notice, Landlord shall nevertheless be obligated to fund the portion of such draw request, if any, which Landlord has not duly disputed, and Tenant shall only be entitled to fund the undisputed amount of such draw request to the extent Landlord fails to so fund such amount. If Tenant commences to offset unfunded draw amounts (or any penalty or fee payable to Contractor as described above) from time pursuant to time in accordance with the provisions of this Article 4Section 2.6.2(b), provided an Event Landlord shall have the right, at any time, to pay to Tenant all or any portion of Default shall not then be continuing the then-unfunded amount and accrued interest, in which event Tenant shall be in possession of have no further right to continue such offset with respect to the Demised Premises for the conduct of its business or the completion amount so paid. (c) Upon Substantial Completion of the Tenant Improvements, Landlord shall deliver to Tenant a check to Tenant made payable to Tenant, or a check or checks made payable to another party or parties as requested by Tenant, in the amount of the Final Retention, less an amount equal to one hundred fifty percent (150%) of the estimated cost of the punch list items remaining to be completed as determined by Landlord and Tenant (the “Punch List Retention”). The Improvement Allowance may apply Punch List Retention shall be paid by Landlord to hard and soft costs associated with Tenant promptly following the completion of construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenantand Landlord’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment receipt of the allowance applicable to such work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid or incurred by Tenant in connection with the Tenant Improvements; and (iii) except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (or construction manager, as the case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month in which the request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following have occurred: (i) the Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 20 of the Lease; (v) if required by applicable Laws and Requirements, Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which a mechanic’s lien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof; and (ix) Tenant has commenced the regular payment of Minimum Rent and Additional Rent. Landlord agrees to timely fund without offset or deduction the final Disbursement Request to Tenant when Tenant becomes entitled thereto in accordance with the preceding sentenceClose-Out Package.