Common use of Disbursement of Allowance Clause in Contracts

Disbursement of Allowance. The Allowance shall be disbursed by Escrow Holder from the Escrow Account pursuant to the Escrow Agreement attached to this Amendment as Exhibit C. Provided that there shall not then be existing a Default under the provisions of the Lease, Landlord shall authorize Escrow Holder to disburse the Allowance to pay for the Improvements by paying the contractors, suppliers, architects or consultants designated by Tenant or by reimbursing Tenant (at Tenant’s option) from time to time (but not more than monthly) during the progress of such Improvements following within ten (10) business days after receipt from Tenant of the following documentation therefor: (a) Tenant’s application for disbursement of the Allowance to Landlord and Escrow Holder setting forth the amount of each requested disbursement, which shall be accompanied by delivery to Landlord reasonably detailed supporting documentation demonstrating the actual hard and/or softs costs of designing, performing and installing the applicable Improvements; (b) With respect to any disbursement for hard costs of construction, delivery to Landlord of a certification of any architect supervising the Improvements, stating that the Improvement work for which Tenant is applying for payment has been completed in accordance with the Approved Plans; (c) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery to Landlord of properly executed conditional lien waivers in form complying with California Civil Code Section 8132 from the architect, engineer or other professional performing any part of such work covered by the current application for disbursement; (d) With respect to any disbursement for hard costs of construction, delivery to Landlord of properly executed conditional lien waivers in form complying with California Civil Code Section 8132 from the general contractor, the mechanical, electrical and plumbing contractors, and all other contractors and subcontractors performing any part of such Improvement work covered by the current application for disbursement; (e) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery to Landlord of properly executed unconditional lien waivers in form complying with California Civil Code Section 8134 from the architect, engineer or other professional performing any part of such work covered by the previous application for payment; and (f) With respect to any disbursement for hard costs of construction, delivery to Landlord of properly executed unconditional lien waivers in form complying with California Civil Code Section 8134 from the general contractor, the mechanical, electrical and plumbing contractors, and all other contractors and subcontractors for Improvement work covered by the previous application for payment. Each disbursement of the Allowance for hard costs shall be subject to retainage of ten percent (10%) of the amount of such requested disbursement. Any retainage remaining in the Escrow Account shall be released to Tenant within ten (10) business days after Landlord’s receipt of the items described in Section 3.1.13.

Disbursement of Allowance. The Commencing on June 1, 2002, Tenant may request disbursements from the Allowance. Landlord shall not be obligated to make any disbursements of the Allowance so long as an Event of Default by Tenant exists under the Lease. No disbursements shall be disbursed made until the Final Working Drawings and Specifications, Tenant’s Work Cost Estimate and Schedule of Values are approved by Escrow Holder 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 the Escrow Account pursuant to the Escrow Agreement attached to this Amendment as Exhibit C. Provided that there shall not then be existing a Default under the provisions 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 Leaseprior disbursement; and (iv) invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after Landlord’s receipt of each fully completed disbursement request, Landlord shall authorize Escrow Holder to disburse the Allowance to pay for the Improvements by paying the contractors, suppliers, architects or consultants designated by Tenant or by reimbursing Tenant ninety percent (at Tenant’s option90%) from time to time (but not more than monthly) during the progress of such Improvements following within ten (10) business days after receipt from Tenant of the following documentation therefor: (a) Tenant’s application for disbursement portion of the Allowance sought to be disbursed (or one hundred percent (100%) of that amount if the Tenant has requested only ninety percent (90%) of the value of the work completed) directly to the Tenant, or 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 Escrow Holder setting forth to withhold the amount of each requested disbursement, which shall be accompanied by delivery amounts relating to Landlord reasonably detailed supporting documentation demonstrating the actual hard and/or softs costs of designing, performing and installing the applicable Improvements; (b) With respect to any disbursement for hard costs of construction, delivery to Landlord of a certification of any architect supervising the Improvements, stating that the Improvement work for which Tenant is applying for payment has been completed in accordance with the Approved Plans; (c) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery to Landlord of properly executed conditional lien waivers in form complying with California Civil Code Section 8132 disapproved matters from the architect, engineer or other professional performing any part of such work covered by the current application for disbursement; (d) With respect to any disbursement for hard costs of construction, delivery to Landlord of properly executed conditional lien waivers in form complying with California Civil Code Section 8132 from the general contractor, the mechanical, electrical and plumbing contractors, and all other contractors and subcontractors performing any part of such Improvement work covered by the current application for disbursement; (e) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery to Landlord of properly executed unconditional lien waivers in form complying with California Civil Code Section 8134 from the architect, engineer or other professional performing any part of such work covered by the previous application for payment; and (f) With respect to any disbursement for hard costs of construction, delivery to Landlord of properly executed unconditional lien waivers in form complying with California Civil Code Section 8134 from the general contractor, the mechanical, electrical and plumbing contractors, and all other contractors and subcontractors for Improvement work covered by the previous application for payment. Each disbursement of the Allowance for hard costs shall be subject to retainage of The ten percent (10%) remaining after any of the amount of such requested disbursement. Any retainage remaining in the Escrow Account above disbursements shall be released to Tenant paid by Landlord within ten thirty-five (1035) business days after Landlord’s receipt all of the items described following have occurred: (i) Tenant has submitted a final request for disbursement in accordance with the procedure set forth in this Section 3.1.134.3, (ii) a notice of completion has been recorded with respect to the Tenant Work, 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. The Allowance shall be disbursed by Escrow Holder from the Escrow Account pursuant to the Escrow Agreement attached to this Amendment as Exhibit C. Provided that there shall Tenant is not then be existing a Default in default under the provisions of the Lease, Landlord shall authorize Escrow Holder to disburse the Allowance (or the unexpended portion of the Allowance as of the date of this Amendment), to pay Tenant to reimburse Tenant for the Improvements by paying actual Tenant Improvement Work Cost which Tenant incurs in connection with the contractors, suppliers, architects or consultants designated by Tenant or by reimbursing Tenant (at Tenant’s option) from time to time (but not more than monthly) during the progress of such Improvements following within ten (10) business days after receipt from Tenant construction of the following documentation thereforTenant Improvements in accordance with the following: (a) Tenant’s application for disbursement Initial Disbursements. Ninety percent (90%) of the portion of the Allowance requested in the Draw Request (defined below) shall be disbursed to Tenant not more frequently than monthly when Landlord has received the following "Evidence of Completion and Payment": (i) Tenant has delivered to Landlord a draw request ("Draw Request") in a form satisfactory to Landlord and Escrow Holder setting forth the amount of each requested disbursement, which shall be accompanied by delivery to Landlord reasonably detailed supporting documentation demonstrating the actual hard and/or softs costs of designing, performing and installing the applicable Improvements; (b) With Landlord's lender with respect to any disbursement for hard costs of construction, delivery to Landlord of a certification of any architect supervising the Improvements, stating Tenant Improvements specifying that the requisite portion of the Tenant Improvement work 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 is applying for payment Improvement Work covered by the Draw Request. The Draw Request shall constitute a representation by Tenant that the Tenant Improvement Work identified therein has been completed in a good and workmanlike manner and in accordance with the Approved 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; (ciii) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery Tenant has delivered to Landlord such other evidence of properly executed conditional 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 waivers releases in form complying accordance with California Civil Code Section 8132 from the architect, engineer 3262 or other professional performing any part of such work covered by the current application for disbursement; (drelease bond(s) With respect to any disbursement for hard costs of construction, delivery to Landlord of properly executed conditional lien waivers in form complying accordance with California Civil Code Section 8132 from Sections 3143 and 3171); EXHIBIT "C" -6- 63 (iv) Landlord or Landlord's architect or construction representative has inspected the general contractor, Tenant Improvements and determined that the mechanical, electrical and plumbing contractors, and all other contractors and subcontractors performing any part portion of such Tenant Improvement work Work covered by the current application for disbursementDraw Request has been completed in a good and workmanlike manner; (e) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery to Landlord of properly executed unconditional lien waivers in form complying with California Civil Code Section 8134 from the architect, engineer or other professional performing any part of such work covered by the previous application for payment; and (f) With respect to any disbursement for hard costs of construction, delivery to Landlord of properly executed unconditional lien waivers in form complying with California Civil Code Section 8134 from the general contractor, the mechanical, electrical and plumbing contractors, and all other contractors and subcontractors for Improvement work covered by the previous application for payment. Each disbursement of the Allowance for hard costs shall be subject to retainage of ten percent (10%) of the amount of such requested disbursement. Any retainage remaining in the Escrow Account shall be released to Tenant within ten (10) business days after Landlord’s receipt of the items described in Section 3.1.13.

Disbursement of Allowance. The Tenant Improvement Allowance shall be disbursed by Escrow Holder 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 Escrow Account Expansion Rent Commencement Date without any required notice to Landlord, until such Tenant Improvement Allowance is 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 Escrow Agreement attached Tenant Improvement Allowance available to this Amendment as Exhibit C. Provided that there shall not then be existing a Default under offset Base Rent or Tenant Improvements. Tenant must request any unused Tenant Improvement Allowance on or before May 1, 2027 (the provisions “Draw Period”), time being of the Leaseessence. 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 authorize Escrow Holder credit such balance to disburse the Allowance to pay payment of Base Rent next coming due. If Tenant’s request is for reimbursement, then such request must include reasonable supporting documentation that Tenant has paid for the Tenant Improvements by paying the contractors, suppliers, architects or consultants designated and/or out-of-pocket costs actually incurred by Tenant or by reimbursing Tenant in connection fixturizing and furnishing of the Premises, including, but not limited to, (at A) paid invoices from Tenant’s optioncontractor and suppliers for labor rendered and materials delivered to the Premises; (B) from time to time (but not more than monthly) during the progress of such Improvements following within ten (10) business days after receipt from Tenant of the following documentation therefor: (a) Tenant’s application for disbursement of the Allowance to Landlord and Escrow Holder setting forth the amount of each requested disbursement, which shall be accompanied by delivery to Landlord reasonably detailed supporting documentation demonstrating the actual hard and/or softs costs of designing, performing and installing the applicable Improvements; (b) With respect to any disbursement for hard costs of construction, delivery to Landlord of a certification of any architect supervising the Improvements, stating that the Improvement work for which Tenant is applying for payment has been completed in accordance with the Approved Plans; (c) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery to Landlord of properly executed conditional lien waivers in form complying with California Civil Code Section 8132 from the architect, engineer or other professional performing any part of such work covered by the current application for disbursement; (d) With respect to any disbursement for hard costs of construction, delivery to Landlord of properly executed conditional lien waivers in form complying with California Civil Code Section 8132 from the general contractor, the mechanical, electrical and plumbing contractors, and all other contractors and subcontractors performing any part of such Improvement work covered by the current application for disbursement; (e) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery to Landlord of properly executed unconditional waiver and release on final payment forms of mechanics lien waivers in form complying with California Civil Code Section 8134 releases from the architect, engineer or other professional performing any part of such work covered by the previous application for payment; and (f) With respect to any disbursement for hard costs of construction, delivery to Landlord of properly executed unconditional lien waivers in form complying with California Civil Code Section 8134 from the general contractor, the mechanical, electrical Tenant’s contractor and plumbing contractorssuppliers, and all (C) such other contractors and subcontractors for information that may be reasonably requested by Landlord. Landlord shall have no obligation to pay the Tenant Improvement work covered by Allowance (or provide a Base Rent credit) if any Default exists at the previous application for paymenttime of requesting the Tenant Improvement Allowance or at the time such installment is to be paid. Each disbursement The payment of the Tenant Improvement Allowance for hard costs shall is personal to the Tenant and may only be subject to retainage of ten percent (10%) collected if the Tenant occupies the entire Expansion Premises as of the amount of such requested disbursement. Any retainage remaining in the Escrow Account shall be released to Tenant within ten (10) business days after Landlord’s receipt date of the items described in Section 3.1.13Tenant Improvement Allowance request.

Disbursement of Allowance. 35.2.1 The Allowance shall be disbursed paid by Escrow Holder from Landlord to Tenant for amounts actually paid by Tenant in connection with the Escrow Account pursuant Tenant Improvements to the Escrow Agreement attached to this Amendment as Exhibit C. Provided Tenant’s vendors, suppliers or contractors, provided that there shall not then be existing a Default under the provisions of the Lease, Landlord shall authorize Escrow Holder to disburse the Allowance to pay for the Improvements by paying the contractors, suppliers, architects or consultants designated have received (i) a certificate signed by Tenant or by reimbursing Tenant (at Tenant’s option) from time to time (but not more than monthly) during the progress of such Improvements following within ten (10) business days after receipt from Tenant of the following documentation therefor: setting forth (a) Tenant’s application for disbursement of that the Allowance sum then requested was paid by Tenant to Landlord contractors, subcontractors, materialmen, engineers and Escrow Holder setting forth other persons who have rendered services or furnished materials in connection with work on the amount of each requested disbursementTenant Improvements, which shall be accompanied by delivery to Landlord reasonably detailed supporting documentation demonstrating the actual hard and/or softs costs of designing, performing and installing the applicable Improvements; (b) With a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect to any disbursement for hard costs of constructionthereof, delivery to Landlord of a certification of any architect supervising the Improvements, stating that the Improvement work for which Tenant is applying for payment has been completed in accordance with the Approved Plans; and (c) With respect to that the work described in the certificate was performed any disbursement time after June 1, 2003 and (ii) paid receipts or such other proof of payment as Landlord shall reasonably require for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery to Landlord of properly executed conditional lien waivers in form complying with California Civil Code Section 8132 from the architect, engineer or other professional performing any part of all such work covered by the current application for disbursement; (d) With respect to any disbursement for hard costs of construction, delivery to completed. Landlord of properly executed conditional lien waivers in form complying with California Civil Code Section 8132 from the general contractor, the mechanical, electrical and plumbing contractors, and all other contractors and subcontractors performing any part of such Improvement work covered by the current application for disbursement; (e) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, delivery to Landlord of properly executed unconditional lien waivers in form complying with California Civil Code Section 8134 from the architect, engineer or other professional performing any part of such work covered by the previous application for payment; and (f) With respect to any disbursement for hard costs of construction, delivery to Landlord of properly executed unconditional lien waivers in form complying with California Civil Code Section 8134 from the general contractor, the mechanical, electrical and plumbing contractors, and all other contractors and subcontractors for Improvement work covered by the previous application for payment. Each disbursement of the Allowance for hard costs shall be subject to retainage of ten percent (10%) of the amount of such requested disbursement. Any retainage remaining in the Escrow Account shall be released to reimburse Tenant within ten thirty (1030) business days after Landlord’s receipt of a written request for reimbursement from Tenant and shall debit the items described 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 in Section 3.1.13excess of the Allowance or to the extent such Tenant Improvements are completed after the Five Disbursements.