Common use of Disbursement of Allowance Clause in Contracts

Disbursement of Allowance. If the Allowance is applied to Base Rent, then Landlord shall apply the Allowance monthly toward the payment of Base Rent. If Tenant elects to have the Allowance used for Allowance Items, the Allowance shall be paid to Tenant in periodic disbursements within thirty (30) days after (but no earlier than the 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 applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located 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, and in accordance with applicable Laws. Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken 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 Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord 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 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 payment of any portion of the Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement Request.

Disbursement of Allowance. If the Allowance is applied to Base Rent, then a) Landlord shall pay without offset or deduction, except for the Construction Management Fee, to Tenant or to others as designated by Tenant a Tenant Improvement Allowance as provided in Section 16 of the Second Amendment. The Improvement Allowance may apply to hard and soft costs associated with the Allowance monthly toward construction of the Tenant Improvements (but shall not apply to the purchase of furniture) and shall be disbursed as provided below. Tenant may request payment of Base Rent. If Tenant elects the allowance applicable to have the Allowance used for Allowance Itemssuch work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, the Allowance 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 to or incurred by Tenant in periodic disbursements within thirty connection with the Tenant Improvements; and (30iii) days after except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (but no earlier than or construction manager, as the fifth 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 immediately following in which the expiration 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 30-day period) Landlord’s receipt Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following documentationhave occurred: (Ai) Tenantthe 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 application for payment architect has approved the Tenant Improvements as required by his Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and a certified statement from Tenant’s contractor substantially its lender in the form required by Section 20 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”)the Lease; (Bv) if required by applicable Laws and Requirements, Tenant shall have obtained a certification Certificate of Occupancy, or its equivalent from the applicable project architect substantially in local municipality and the form Commonwealth of Pennsylvania, Department of Labor and Industry for the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of PaymentDemised Premises; and (Cviii) contractor’s, subcontractor’s and material supplier’s waivers Tenant has provided to Landlord final releases of liens which shall cover all Alterations for which disbursement is being requested from the contractor in form 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 substance reasonably satisfactory to Landlord or Landlordthe time period in which a mechanic’s mortgagee may reasonably requirelien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof. Upon completion of Landlord agrees to timely fund without offset or deduction the applicable Alterations, final Disbursement Request to 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, when Tenant becomes entitled thereto in accordance with plans approved by Landlord, and in accordance with applicable Laws. Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken 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 Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord 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 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 payment of any portion of the Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement Requestpreceding sentence.

Disbursement of Allowance. If the Allowance is applied to Base Rent, then 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 Allowance monthly toward 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 Base Rent. If Tenant elects the allowance applicable to have the Allowance used for Allowance Itemssuch work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, the Allowance 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 to or incurred by Tenant in periodic disbursements within thirty connection with the Tenant Improvements; and (30iii) days after except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (but no earlier than or construction manager, as the fifth 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 immediately following in which the expiration 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 30-day period) Landlord’s receipt Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following documentationhave occurred: (Ai) Tenantthe 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 application for payment architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and a certified statement from Tenant’s contractor substantially its lender in the form required by Section 20 of AIA Document G-702the Lease; (v) if required by applicable Laws and Requirements, covering all work 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 disbursement is a mechanic’s lien would be required to be made up filed in order to a date specified therein (a “Tenant Disbursement Request”); (B) a certification from be enforceable shall have elapsed without the applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Paymentfiling thereof; and (Cix) contractor’s, subcontractor’s Tenant has commenced the regular payment of Minimum Rent 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 Additional Rent. Landlord agrees to timely fund without offset or deduction 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, final Disbursement Request to 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, when Tenant becomes entitled thereto in accordance with plans approved by Landlord, and in accordance with applicable Laws. Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken 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 Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord 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 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 payment of any portion of the Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement Requestpreceding sentence.

Disbursement of Allowance. If Tenant may request disbursements from the Improvement Allowance for reimbursement of amounts incurred and paid by Tenant not more frequently than once each month during construction of the Tenant Work. Notwithstanding anything to the contrary, to the extent that Work Cost is applied expected to Base Rentexceed the Improvement Allowance, then no monthly disbursement shall exceed the product of: (i) a fraction, the numerator of which is the Improvement Allowance and the denominator of which is the anticipated Work Cost multiplied by (ii) the total amount incurred by Tenant for the Tenant Work for the applicable month. Landlord shall apply not be obligated to make any disbursements of the Improvement Allowance monthly toward so long as an event of default by Tenant exists under the payment of Base RentLease and is continuing beyond any applicable notice and cure periods. If Tenant elects to have the Allowance used Each request for Allowance Items, the Allowance disbursement shall be accompanied by: (i) a written request for disbursement itemizing each category of cost for which payment is requested, in form and content reasonably acceptable to Landlord; (ii) unconditional, partial lien releases, in a form reasonably satisfactory to Landlord from all Lien Claimants with respect to all work or materials to the Tenant Work covered by the prior disbursement, in the amount previously paid; and (iii) paid invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested, including, without limitation, a certification from Tenant’s Architect and Contractor as to the Work Cost to date and the Work Cost covered by the disbursement request, and any other information or item required by Landlord’s lender. As used herein, “Lien Claimants” shall mean any person or entity supplying work or material to the Tenant in periodic disbursements Work under a direct contract with Tenant or Tenant’s Contractor. Landlord shall pay each disbursement within thirty (30) days after (but no earlier than the fifth day of the calendar month immediately following the expiration of date that Landlord receives all materials required above with respect to such 30-day period) Landlord’s receipt of disbursement. Notwithstanding anything to the following documentation: (A) Tenant’s application for payment and a certified statement from Tenant’s contractor substantially contrary contained in the form of AIA Document G-702this Work Letter, 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 applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located 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, and in accordance with applicable Laws. Landlord shall not be required have no obligation to disburse any part amounts from the Improvement Allowance on account of any request not made within twelve (12) months of the Allowance more than one Commencement Date, at which time per calendar month, or to disburse any part of the Allowance (taken 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 Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord 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 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 payment of any portion of the Improvement Allowance for which a request has not been submitted in the manner required above shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied applied as set forth in Section 4.5 (Unused Allowance) below. Landlord shall retain twelve (12%) of the applicable Improvement Allowance until completion of the Tenant Disbursement RequestWork, including satisfaction of the conditions set forth in Section 3.6 above.

Disbursement of Allowance. If the Allowance is applied to Base Rent, then Landlord shall apply the Allowance monthly toward the payment of Base Rent. If Tenant elects to have the Allowance used for Allowance Items, the Allowance shall be paid to Tenant in periodic disbursements within thirty (30) days after (but no earlier than the 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 applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located 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: Improvements (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 as determined by Landlord, ) and in accordance with applicable Laws. Landlord shall not be required to disburse any part following expiration of the Allowance more than one time per calendar month, or to disburse any part of the Allowance lien period (taken in the aggregateas defined below) 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 Disbursement Request based on non-compliance of any work with plans approved provided there are no unpaid claims received by Landlord or due construction related liens filed against the Premises before expiration of the lien period, Landlord shall, upon written request from Tenant, disburse the Allowance directly to any substandard workTenant (or, as Landlord may determine, by joint check to Tenant and the general contractor). The written request shall be accompanied by construction and other cost vouchers and invoices, together with (i) a list of all work performed and (ii) unconditional final lien releases from the contractors and materialmen in the form required by Civil Code Section 3262 for the Tenant Improvements. Each of the foregoing documents shall be initialed by Tenant and the Contractor. The initials shall indicate approval of all documents. All vouchers and invoices for construction costs presented by Tenant to Landlord delivers shall constitute a written objection representation on the part of Tenant that the funds referred to any such item setting forth Landlord’s reasons therein have been used solely for its dispute (a “Draw Dispute Notice”), within ten (10) business days following delivery paying only the direct costs of construction of the Tenant Disbursement RequestImprovements. In the event Landlord has paid utility bills during construction (including, Landlord may deduct without limitation, electrical and water charges) the amount of such disputed item said bills shall be deducted from the paymentAllowance disbursed to Tenant. Landlord and Tenant shall diligentlyindemnify, defend and in good faithhold Landlord harmless from all liability, endeavor to resolve any such dispute. Landlord’s claims and causes of action for payment of any portion voucher as presented. The words "EXPIRATION OF THE LIEN PERIOD" shall mean thirty-five (35) days after the filing of the Allowance shall Notice of Completion for the Tenant Improvements and the complete, conditional releases by the Contractor and all subcontractors and materialmen of their respective lien rights against the Premises. If a Notice of Completion is not be deemed Landlord’s approval or acceptance filed for record, "expiration of the work furnished or materials supplied lien period" shall mean ninety-five (95) days after completion of construction, as set forth in determined by Landlord's representative, and the applicable Tenant Disbursement Requestcomplete, conditional releases by the Contractor and all subcontractors and materialmen of their respective lien rights against the Premises.

Disbursement of Allowance. If Commencing on June 1, 2002, Tenant may request disbursements from the Allowance. Landlord shall not be obligated to make any disbursements of the Allowance is applied to Base Rent, then Landlord shall apply so long as an Event of Default by Tenant exists under the Allowance monthly toward the payment of Base RentLease. If Tenant elects to have the Allowance used for Allowance Items, the Allowance No disbursements shall be made until the Final Working Drawings and Specifications, Tenant’s Work Cost Estimate and Schedule of Values are approved by Landlord. Each request for disbursement shall be accompanied by: (i) a written request for disbursement itemizing each category of cost for which payment is requested, in form and content reasonably acceptable to Landlord; (ii) conditional lien releases, in a form and content satisfactory to Landlord, from all persons and entities providing work or materials covered by such request; (iii) unconditional lien releases from all persons or entities providing work or materials who were paid out of the prior disbursement; and (iv) invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Tenant in periodic disbursements within Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after (but no earlier than the fifth day of the calendar month immediately following the expiration of such 30-day period) Landlord’s receipt of the following documentation: each fully completed disbursement request, Landlord shall pay ninety percent (A90%) 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 applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located 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, and in accordance with applicable Laws. Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken 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 Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord 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 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 payment of any portion of the Allowance shall not sought to be deemed Landlord’s approval disbursed (or acceptance one hundred percent (100%) of that amount if the Tenant has requested only ninety percent (90%) of the value of the work furnished completed) directly to the Tenant, or materials supplied as to the Contractor(s) and the subcontractors, laborers, or suppliers entitled thereto; provided, however, Landlord reserves the right to reasonably disapprove some or all of the matters disclosed by such disbursement request which are not items included within the definition of Work Cost and to withhold the amounts relating to the disapproved matters from the disbursement. The ten percent (10%) remaining after any of the above disbursements shall be paid by Landlord within thirty-five (35) days after all of the following have occurred: (i) Tenant has submitted a final request for disbursement in accordance with the procedure set forth in this Section 4.3, (ii) a notice of completion has been recorded with respect to the applicable Tenant Disbursement RequestWork, and (iii) no lien claim shall have been recorded within the thirty (30) day period following such recordation (or if there be a lien claim, such lien shall have been removed). If the approved Schedule of Values exceeds the Allowance, then each disbursement shall be in an amount equal to the proportion of the Tenant Work completed and covered by the disbursement request, as determined under the approved Schedule of Values, multiplied by a fraction, the numerator of which is the Allowance, and the denominator of which is the approved Schedule of Values. In such event, Tenant shall pay to the Contractor and all persons entitled thereto any portions of the Work Cost not paid through the Allowance. Notwithstanding the foregoing, Landlord shall have no obligation to disburse any amounts from the Allowance after December 1, 2002.

Disbursement of Allowance. If The Tenant Improvement Allowance shall be made available to Tenant on the Delivery Date at which time the Tenant shall be entitled and it is Tenant’s intent to draw upon the Tenant Improvement Allowance to fully offset Base Rent on a monthly basis, starting from the Expansion Rent Commencement Date without any required notice to Landlord, until such Tenant Improvement Allowance is applied fully utilized. However, should Tenant want to utilize the Tenant Improvement Allowance other than to offset Base Rent, Tenant must provide at least sixty (60) days’ written notice directing Landlord to apply a portion of the Tenant Improvement Allowance to reimburse for Tenant Improvements. If any amount is paid in a lump sum pursuant to Section 3.2 or Section 3.3, such amount will reduce the Tenant Improvement Allowance available to offset Base Rent or Tenant Improvements. Tenant must request any unused Tenant Improvement Allowance on or before May 1, 2027 (the “Draw Period”), time being of the essence. If Tenant fails to timely give Landlord a written request for the application of any unused Tenant Improvement Allowance prior to the expiration of the Draw Period, then Landlord shall apply the Allowance monthly toward credit such balance to the payment of Base RentRent next coming due. If Tenant’s request is for reimbursement, then such request must include reasonable supporting documentation that Tenant elects to have has paid for the Allowance used for Allowance Items, the Allowance shall be paid to Tenant Improvements and/or out-of-pocket costs actually incurred by Tenant in periodic disbursements within thirty (30) days after (but no earlier than the fifth day connection fixturizing and furnishing of the calendar month immediately following the expiration of such 30-day period) Landlord’s receipt of the following documentation: Premises, including, but not limited to, (A) Tenant’s application for payment and a certified statement paid invoices from Tenant’s contractor substantially in and suppliers for labor rendered and materials delivered to 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”)Premises; (B) a certification properly executed unconditional waiver and release on final payment forms of mechanics lien releases from the applicable project architect substantially in the form of the ArchitectTenant’s Certificate for Payment which is located on AIA Document G702contractor and suppliers, 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 such other information that may be reasonably 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, and in accordance with applicable Laws. Landlord shall not be required have no obligation to disburse any part of pay the Allowance more than one time per calendar month, or to disburse any part of the Tenant Improvement Allowance (taken in or provide a Base Rent credit) if any Default exists at the aggregate) during time of requesting the continuance of an uncured default (without regard Tenant Improvement Allowance or at the time such installment is to any notice or cure period), and Landlord’s obligation to disburse shall only resume when and if such default is curedbe paid. If Landlord, in good faith, disputes any item in a Tenant Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord 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 The payment of the Tenant Disbursement Request, Landlord Improvement Allowance is personal to the Tenant and may deduct only be collected if the amount of such disputed item from Tenant occupies the payment. Landlord and Tenant shall diligently, and in good faith, endeavor to resolve any such dispute. Landlord’s payment of any portion entire Expansion Premises as of the Allowance shall not be deemed Landlord’s approval or acceptance date of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement RequestImprovement Allowance request.

Disbursement of Allowance. If the Allowance is applied to Base Rent, then Landlord shall apply pay to Tenant or to others as designated by Tenant the Improvement Allowance monthly toward from time to time in accordance with the provisions of this Article 4. Tenant shall be entitled to the disbursement of up to one-half of the Improvement Allowance prior to the 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 Base Rent. If Tenant elects the allowance applicable to have the Allowance used for Allowance Itemssuch work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, the Allowance a "Disbursement Request"), each of which Disbursement Requests shall be accompanied by (i) a certificate from Tenant's contractor and architect that the portion of Tenant Work requested in the Disbursement Request is complete; (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid to or incurred by Tenant in periodic disbursements within thirty connection with the Tenant Work; and (30iii) days after except in the case of the first Disbursement Request, lien releases from Tenant's general contractor (but no earlier than or construction manager, as the fifth 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 immediately following in which the expiration 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 30-day period) Landlord’s receipt Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following documentationhave occurred: (Ai) the Tenant Work is Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Work has otherwise been paid for in full or will be paid in full upon final disbursement; (iii) Tenant’s application for payment 's Architect and a contractor have certified statement from Tenant’s contractor substantially substantial completion, and Landlord has approved the Tenant Work to the extent required in this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and its lender in the form required by Section 35 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”)the Lease; (Bv) if required by applicable Laws and Requirements, Tenant shall have obtained a certification from the applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of PaymentOccupancy, or its equivalent from West Goshen Township and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Premises; and (Cviii) contractor’s, subcontractor’s and material supplier’s waivers Tenant has provided to Landlord final releases of liens which shall cover all Alterations for which disbursement is being requested from the contractor and all other statements Material Subcontractors in form and forms required for compliance with substance satisfactory to Landlord. Landlord agrees to promptly fund 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, final Disbursement Request to 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, when Tenant becomes entitled thereto in accordance with plans approved by Landlord, and in accordance with applicable Laws. Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken 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 Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord 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 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 payment of any portion of the Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement Requestpreceding sentence.