Common use of Disbursement of Allowance Clause in Contracts

Disbursement of Allowance. 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 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 credit such balance to the 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 and/or out-of-pocket costs actually incurred by Tenant in connection fixturizing and furnishing of the Premises, including, but not limited to, (A) paid invoices from Tenant’s contractor and suppliers for labor rendered and materials delivered to the Premises; (B) properly executed unconditional waiver and release on final payment forms of mechanics lien releases from Tenant’s contractor and suppliers, and (C) such other information that may be reasonably requested by Landlord. Landlord shall have no obligation to pay the Tenant Improvement Allowance (or provide a Base Rent credit) if any Default exists at the time of requesting the Tenant Improvement Allowance or at the time such installment is to be paid. The payment of the Tenant Improvement Allowance is personal to the Tenant and may only be collected if the Tenant occupies the entire Expansion Premises as of the date of the Tenant Improvement Allowance request.

Disbursement of Allowance. The Commencing on June 1, 2002, Tenant Improvement 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 made available to Tenant on until the Delivery Date at which time the Tenant Final Working Drawings and Specifications, Tenant’s Work Cost Estimate and Schedule of Values are approved by Landlord. Each request for disbursement 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 fully utilized. However, should Tenant want to utilize the Tenant Improvement Allowance other than to offset Base Rent, Tenant must provide at least sixty accompanied by: (60i) 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 disbursement itemizing each category of any unused Tenant Improvement Allowance prior cost for which payment is requested, in form and content reasonably acceptable to the expiration of the Draw Period, then Landlord shall credit such balance to the 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 and/or out-of-pocket costs actually incurred by Tenant in connection fixturizing and furnishing of the Premises, including, but not limited to, (A) paid invoices from Tenant’s contractor and suppliers for labor rendered and materials delivered to the PremisesLandlord; (Bii) properly executed 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 waiver and release on final payment forms of mechanics 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 Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after Landlord’s receipt of each fully completed disbursement request, Landlord shall pay ninety percent (90%) of the 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’s contractor , or to the Contractor(s) and suppliersthe 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 Tenant Work, and (Ciii) no lien claim shall have been recorded within the thirty (30) day period following such other information that may recordation (or if there be reasonably requested 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 Landlordthe 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 pay disburse any amounts from the Tenant Improvement Allowance (or provide a Base Rent credit) if any Default exists at the time of requesting the Tenant Improvement Allowance or at the time such installment is to be paid. The payment of the Tenant Improvement Allowance is personal to the Tenant and may only be collected if the Tenant occupies the entire Expansion Premises as of the date of the Tenant Improvement Allowance requestafter December 1, 2002.

Disbursement of Allowance. The Tenant Improvement Allowance shall be made available 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 on or by reimbursing Tenant (at Tenant’s option) from time to time (but not more than monthly) during the Delivery Date at 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 time the Tenant shall be entitled accompanied by delivery to Landlord reasonably detailed supporting documentation demonstrating the actual hard and/or softs costs of designing, performing and it 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 Tenant’s intent applying for payment has been completed in accordance with the Approved Plans; (c) With respect to draw upon any disbursement for softs costs of preparing the Tenant Improvement Allowance Preliminary Plans or Permit Drawings, delivery to fully offset Base Rent on a monthly basis, starting Landlord of properly executed conditional lien waivers in form complying with California Civil Code Section 8132 from the Expansion Rent Commencement Date without architect, engineer or other professional performing any required notice part of such work covered by the current application for disbursement; (d) With respect to Landlordany disbursement for hard costs of construction, until 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 Tenant Improvement Allowance is fully utilized. Howeverwork covered by the current application for disbursement; (e) With respect to any disbursement for softs costs of preparing the Preliminary Plans or Permit Drawings, should Tenant want delivery 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 credit such balance to the 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 and/or out-of-pocket costs actually incurred by Tenant in connection fixturizing and furnishing of the Premises, including, but not limited to, (A) paid invoices from Tenant’s contractor and suppliers for labor rendered and materials delivered to the Premises; (B) properly executed unconditional waiver 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 release on final payment forms of mechanics lien releases from Tenant’s contractor and suppliersplumbing contractors, and (C) such all other information that may be reasonably requested contractors and subcontractors for Improvement work covered by Landlordthe previous application for payment. Landlord shall have no obligation to pay the Tenant Improvement Allowance (or provide a Base Rent credit) if any Default exists at the time of requesting the Tenant Improvement Allowance or at the time such installment is to be paid. The payment Each disbursement of the Tenant Improvement Allowance is personal for hard costs shall be subject to the Tenant and may only be collected if the Tenant occupies the entire Expansion Premises as retainage of ten percent (10%) of the date 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 Tenant Improvement Allowance requestitems described in Section 3.1.13.

Disbursement of Allowance. The Tenant may request disbursements from the Improvement Allowance shall be made available to for reimbursement of amounts incurred and paid by 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 fully utilized. However, should Tenant want to utilize the Tenant Improvement Allowance other not more frequently than to offset Base Rent, Tenant must provide at least sixty (60) days’ written notice directing Landlord to apply a portion once each month during construction of the Tenant Work. Notwithstanding anything to the contrary, to the extent that Work Cost is expected to exceed the Improvement Allowance, no monthly disbursement shall exceed the product of: (i) a fraction, the numerator of which is the Improvement Allowance to reimburse and the denominator of which is the anticipated Work Cost multiplied by (ii) the total amount incurred by Tenant 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 Work for the applicable month. Landlord shall not be obligated to make any disbursements of the Improvement Allowance available to offset Base Rent or so long as an event of default by Tenant Improvementsexists under the Lease and is continuing beyond any applicable notice and cure periods. Tenant must Each request any unused Tenant Improvement Allowance on or before May 1, 2027 for disbursement shall be accompanied by: (the “Draw Period”), time being of the essence. If Tenant fails to timely give Landlord i) a written request for the application disbursement itemizing each category of any unused Tenant Improvement Allowance prior 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 expiration of Tenant Work covered by the Draw Periodprior disbursement, then in the amount previously paid; and (iii) paid invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord shall credit such balance to which substantiate and justify the 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 and/or out-of-pocket costs actually incurred by Tenant in connection fixturizing and furnishing of the Premisesdisbursement requested, including, but not limited towithout limitation, (A) paid invoices a certification from Tenant’s contractor Architect and suppliers for labor rendered and materials delivered Contractor as to the Premises; (B) properly executed unconditional waiver Work Cost to date and release on final payment forms of mechanics lien releases from 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 Work under a direct contract with Tenant or Tenant’s contractor and suppliersContractor. Landlord shall pay each disbursement within thirty (30) days following the date that Landlord receives all materials required above with respect to such disbursement. Notwithstanding anything to the contrary contained in this Work Letter, and (C) such other information that may be reasonably requested by Landlord. Landlord shall have no obligation to pay disburse any amounts from the Tenant Improvement Allowance on account of any request not made within twelve (or provide a Base Rent credit12) if months of the Commencement Date, at which time any Default exists at portion of the time of requesting the Tenant Improvement Allowance or at for which a request has not been submitted in the time such installment is to manner required above shall be paidapplied as set forth in Section 4.5 (Unused Allowance) below. The payment Landlord shall retain twelve (12%) of the Improvement Allowance until completion of the Tenant Improvement Allowance is personal to the Tenant and may only be collected if the Tenant occupies the entire Expansion Premises as Work, including satisfaction of the date of the Tenant Improvement Allowance requestconditions set forth in Section 3.6 above.