Common use of Disbursement of Improvement Allowance Clause in Contracts

Disbursement of Improvement Allowance. Landlord shall disburse the Improvement Allowance to Tenant in connection with the construction and completion of the Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as set forth herein. The funding of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to the Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except as specifically set forth in this Section 6, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises pursuant to this Amendment.

Disbursement of Improvement Allowance. Tenant acknowledges that Landlord shall disburse the Improvement Allowance is a publicly traded real estate investment trust (“REIT”), and due to Tenant such REIT status Landlord is required to satisfy certain tax and accounting requirements and related obligations in connection with the leases at the Building. In order to satisfy such requirements and obligations in connection with the Lease, as amended, Landlord requires various construction-related deliverables to be timely submitted by Tenant to Landlord (“Tenant Deliverables”) at designated times prior to, during and immediately following the construction of the Improvements by Tenant, and completion Tenant hereby agrees to timely comply with all such Tenant Deliverable obligations. The Tenant Deliverables and related delivery deadlines are set forth in this Work Letter and in Schedule 1 attached to this Work Letter and incorporated herein by this reference. Notwithstanding any contrary provision of this Work Letter or Schedule 1 attached to this Work Letter, Tenant shall deliver to Landlord all Tenant Deliverables in a timely fashion as soon as each of the Tenant Deliverables are required pursuant to the timing set forth on Schedule 1 attached to this Work Letter. Prior to the commencement of construction of the Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as Tenant shall deliver all of the Tenant Deliverables set forth hereinin Section 1 of Schedule 1 attached to this Work Letter (i.e., the “Prior to Start of Construction” category of Tenant Deliverables) to Landlord. The funding Certain of the Tenant Deliverables set forth in Section 1 of Schedule 1 attached to this Work Letter are further addressed with more specific provisions in this Work Letter. Prior to and during the construction of the Improvements, Landlord shall make monthly disbursements of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, Items and shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to authorize the Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval release of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except monies as specifically set forth in this Section 6, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises pursuant to this Amendmentfollows.

Disbursement of Improvement Allowance. Tenant acknowledges that Landlord shall disburse the Improvement Allowance is a publicly traded real estate investment trust (“REIT”), and due to Tenant such REIT status Landlord is required to satisfy certain tax and accounting requirements and related obligations in connection with the leases at the Building. In order to satisfy such requirements and obligations in connection with this Lease, Landlord requires various construction-related deliverables to be timely submitted by Tenant to Landlord (“Tenant Deliverables”) at designated times prior to, during and immediately following the construction of the Improvements by Tenant, and completion Tenant hereby agrees to timely comply with all such Tenant Deliverable obligations. The Tenant Deliverables and related delivery deadlines are set forth in this Work Letter and in Schedule 1 attached to this Work Letter and incorporated herein by this reference. Notwithstanding any contrary provision of this Work Letter or Schedule 1 attached to this Work Letter, Tenant shall deliver to Landlord all Tenant Deliverables in a timely fashion as soon as each of the Tenant Deliverables are required pursuant to the timing set forth on Schedule 1 attached to this Work Letter. Prior to the commencement of construction of the Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as Tenant shall deliver all of the Tenant Deliverables set forth hereinin Section 1 of Schedule 1 attached to this Work Letter (i.e., the “Prior to Start of Construction” category of Tenant Deliverables) to Landlord. The funding Certain of the Tenant Deliverables set forth in Section 1 of Schedule 1 attached to this Work Letter are further addressed with more specific provisions in this Work Letter. Prior to and during the construction of the Improvements, Landlord shall make monthly disbursements of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, Items and shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to authorize the Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval release of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except monies as specifically set forth in this Section 6, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises pursuant to this Amendmentfollows.

Disbursement of Improvement Allowance. Tenant acknowledges that Landlord shall disburse the Improvement Allowance is a publicly traded real estate investment trust (“REIT”), and due to Tenant such REIT status Landlord is required to satisfy certain tax and accounting requirements and related obligations in connection with the leases at the Project. In order to satisfy such requirements and obligations in connection with this Lease, Landlord requires various construction-related deliverables to be timely submitted by Tenant to Landlord (“Tenant Deliverables”) at designated times prior to, during and immediately following the construction of the Improvements by Tenant, and completion Tenant hereby agrees to timely comply with all such Tenant Deliverable obligations. The Tenant Deliverables and related delivery deadlines are set forth in this Work Letter and in Schedule 4 attached to this Work Letter and incorporated herein by this reference. Tenant shall deliver to Landlord all Tenant Deliverables in a timely fashion as such Tenant Deliverables are required pursuant to the timing set forth on Schedule 4 attached to this Work Letter. Prior to the commencement of construction of the Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as Tenant shall deliver all of the Tenant Deliverables set forth hereinin Section 1 of Schedule 4 attached to this Work Letter (i.e., the “Prior to Start of Construction” category of Tenant Deliverables) to Landlord. The funding Certain of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord Tenant Deliverables set forth in Section 1 of Schedule 4 attached to this Work Letter are further addressed with more specific provisions in this Work Letter. Prior to and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for during the design and construction of alterations and improvements to the Existing Premises and/or Expansion PremisesImprovements, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount Landlord shall make monthly disbursements of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to the Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the for Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review Items and approval shall authorize the release of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except monies as specifically set forth in this Section 6, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises pursuant to this Amendment.follows:

Disbursement of Improvement Allowance. Landlord shall disburse the Improvement Allowance to Tenant in connection with following the construction and completion of the Sublease Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as set forth herein. The funding of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, (i) Landlord shall have no obligation to pay the Improvement Allowance to Tenant until after February 1, 2011, and (ii) any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 20122011, shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to the Sublease Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval of the Sublease Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except as specifically set forth in this Section 6herein, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises Expansion Premises. Tenant shall not be required to remove the Sublease Improvements upon the expiration or earlier termination of the Expansion Premises pursuant to this AmendmentLease.

Disbursement of Improvement Allowance. Tenant acknowledges that Landlord shall disburse the Improvement Allowance is a publicly traded real estate investment trust ("REIT"), and due to Tenant such REIT status Landlord is required to satisfy certain tax and accounting requirements and related obligations in connection with the leases at the Building. In order to satisfy such requirements and obligations in connection with this Lease, Landlord requires various construction-related deliverables to be timely submitted by Tenant to Landlord ("Tenant Deliverables") at certain designated times set forth in Schedule 3 attached to this Work Letter, and Tenant hereby agrees to timely comply with all such Tenant Deliverable obligations, all of which are hereby incorporated into this Work Letter by reference. Notwithstanding any contrary provision of this Work Letter or Schedule 3 attached to this Work Letter, a complete set of all Tenant Deliverables shall be delivered to Landlord no later than the Allowance Deadline. Prior to the commencement of construction and completion of the Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as Tenant shall deliver all of the Tenant Deliverables set forth hereinin Section 1 of Schedule 3 attached to this Work Letter (i.e., the "Prior to Start of Construction" category of Tenant Deliverables) to Landlord. The funding Certain of the Tenant Deliverables set forth in Section 1 of Schedule 3 attached to this Work Letter are further addressed with more specific provisions in this Work Letter. Prior to and during the construction of the Improvements, Landlord shall make monthly disbursements of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, Items and shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to authorize the Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval release of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except monies as specifically set forth in this Section 6, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises pursuant to this Amendment.follows:

Disbursement of Improvement Allowance. Not more than once each calendar month, Tenant shall present to Landlord Tenant's request for payment ("Draw Request") for such Tenant Improvements work which has been completed to date. Each Draw Request shall include Tenant's certification that the Tenant Improvements covered thereby have been completed, and shall be substantiated by invoices or other evidence of payment for such Tenant Improvements. Within thirty (30) days of Landlord's receipt of a complete and correct Draw Request, Landlord shall disburse make payment to Tenant (or to the Contractor or Tenant's vendors, as hereinafter provided). (i) All Draw Requests covering construction work shall be accompanied by the AIA Application and Certificate for Payment (AIA Documents G702 and G703), certified by Tenant's architect, and covering only such work as is actually installed in the Premises. All Certificates for Payment shall include full, partial, or conditional releases of lien, as the case may be, and other such documentation as Landlord may reasonably request. Prior to substantial completion of Tenant Improvements, all Certificates for Payment shall include retainage of not less than ten percent (10%) of the value of the work in place. (ii) In the case of invoices greater than Five Thousand Dollars ($5,000.00), Tenant may request that Landlord make payment directly to the Contractor, or to any supplier or vendor involved in the construction of the Tenant Improvements. Any such request(s) shall be included in the applicable Draw Request, and shall be accompanied by the vendor's original invoice for the work. (iii) In the event that Tenant is in default of the Lease, Landlord shall have no obligation to make any disbursement of the Improvement Allowance Allowance, until such time as Tenant has cured the default. (iv) Landlord shall have the right, but not the obligation, to Tenant pay the Contractor or any workers, material and service suppliers, and all other persons who have performed work or supplied materials or services in connection with the construction and completion of the ImprovementsTenant Improvements if Tenant has failed to do so, and in accordance with Landlord’s reasonable Tenant shall pay Landlord on demand the amount Landlord has so paid (and customary such amount shall constitute Additional Rent under the Lease), unless such payment is made by Landlord prior to the disbursement procedures, as set forth herein. The funding of ninety percent (90%) of the Improvement Allowance Allowance, in which case the amount of such payment shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to the Improvements, but Landlord shall be permitted to recover from Tenant or deduct deducted from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except as specifically set forth in this Section 6, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises pursuant to this AmendmentAllowance.

Disbursement of Improvement Allowance. Tenant acknowledges that Landlord shall disburse the Improvement Allowance is a publicly traded real estate investment trust ("REIT"), and due to Tenant such REIT status Landlord is required to satisfy certain tax and accounting requirements and related obligations in connection with the leases at the Project. In order to satisfy such requirements and obligations in connection with this Lease, Landlord requires various construction-related deliverables to be timely submitted by Tenant to Landlord ("Tenant Deliverables") at certain designated times set forth in Schedule 1 attached to this Work Letter, and Tenant hereby agrees to timely comply with all such Tenant Deliverable obligations, all of which are hereby incorporated into this Work Letter by reference. Notwithstanding any contrary provision of this Work Letter or Schedule 1 attached to this Work Letter, a complete set of all Tenant Deliverables shall be delivered to Landlord no later than the date that is twelve (12) months following the Lease Commencement Date. Prior to the commencement of construction and completion of the Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as Tenant shall deliver all of the Tenant Deliverables set forth hereinin Section 1 of Schedule 1 attached to this Work Letter (i.e., the "Prior to 800114.12/WLA377185-00015/10-3-19/JNO/JNO EXHIBIT X-00- XXXXXX XXXXXXXXX MAR CORPORATE CENTER III[Evofem Biosciences, Inc.] Start of Construction" category of Tenant Deliverables) to Landlord. The funding Certain of the Tenant Deliverables set forth in Section 1 of Schedule 1 attached to this Work Letter are further addressed with more specific provisions in this Work Letter. Prior to and during the construction of the Improvements, Landlord shall make monthly disbursements of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, Items and shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to authorize the Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval release of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except monies as specifically set forth in this Section 6, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises pursuant to this Amendment.follows:

Disbursement of Improvement Allowance. a. Subject to the terms of this Exhibit, Landlord shall disburse the Improvement Allowance to Tenant for payment or reimbursement to Tenant, as the case may be, of the Improvement Costs for work in place (but not for costs arising from an Event of Default or from any facts or circumstances that could become an Event of Default, such as legal fees or bonding costs arising in connection with a mechanic’s lien placed on the construction and completion of the ImprovementsPremises or Tenant’s interest therein), and in accordance with Landlord’s reasonable and customary disbursement procedures, as set forth herein. The funding no event will Landlord be required to disburse all or any portion of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements prior to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, shall revert to Landlord and Tenant shall have no further rights theretoDelivery Date. Landlord shall not charge have the right to make Improvement Allowance disbursements to any party for whom Tenant has requested a supervisory or construction management fee relating disbursement or, following the occurrence of an Event of Default, directly to the Improvements, but Contractor. b. Landlord shall be permitted entitled to recover withhold from Tenant or deduct from any requested disbursement for payment under the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord Construction Contract a retainage equal to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval the greater of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except as specifically retainage set forth in the Construction Contract or 10% of amount due under the Construction Contract (the “Retainage”). c. Any provision of this Section 6Exhibit to the contrary notwithstanding, Tenant agrees that Landlord shall not be obligated to provide make a disbursement from the Improvement Allowance unless the following conditions have been satisfied or pay waived in writing by Landlord: (i) Intentionally Deleted. Tenant work letter (ii) With respect to amounts payable under the Construction Contract or any other contract under which a mechanic’s or materialmen’s lien could arise (as reasonably determined by Landlord), Landlord shall have received from Tenant a request for any improvement work or services related payment, which request includes: (A) a copy of a certificate signed by the Architect certifying the then-percentage completion of the Leasehold Improvements, and approving payment of an amount at least equal to the improvement amount set forth in Tenant’s request for payment; (B) a submission by the Architect of AIA forms G-702 and G-703, or substantially similar forms (Landlord and Tenant agree that the retainage set forth in such forms is one and the same as the Retainage set forth above and that there will not be a separate or an additional retainage under such forms); (C) as applicable, proof of payment; and (D) partial releases of liens from the Contractor and any other relevant contractor or subcontractor for work for which Tenant requests a disbursement (collectively, the “Lien Waivers”). (iii) Provided Landlord has received a disbursement request from Tenant, together with the other items, certifications, Lien Waivers, etc. required under this Exhibit in connection with such disbursement, Landlord shall make such disbursement within thirty (30) days following such disbursement request. Landlord shall not be required to make more than one (1) disbursement from the Improvement Allowance during any thirty (30)-day period. (iv) Landlord shall have had the opportunity to inspect and approve the Leasehold Improvements performed for which disbursement has been requested, such approval not to be unreasonably withheld. (v) Landlord shall have no obligation to make a disbursement from the Improvement Allowance to the extent that there exists any unbonded lien against the Building or the Premises or Tenant’s interest therein (including the cost to bond over the lien to the reasonable satisfaction of Landlord, plus Landlord’s reasonable attorneys’ fees) by reason of work done, or claimed to have been done, or materials supplied, or claimed to have been supplied, to or for Tenant for the Premises, or if the conditions to advances of the Existing Premises Improvement Allowance are not satisfied. Landlord shall notify Tenant in writing of the reasons that Landlord disputes disbursing any portion of the Improvement Allowance. Landlord shall withhold only such amounts as Landlord disputes in good faith and only such amounts as Landlord deems reasonably necessary to protect Landlord’s interests. Landlord shall have no obligation to disburse any portion of the Improvement Allowance for the payment of any bond premiums required of Tenant under this Exhibit in connection with any liens filed or sought in connection with the Expansion Premises pursuant Leasehold Improvements. (vi) The Retainage shall be disbursed to Tenant 30 days after Substantial Completion of the Leasehold Improvements; provided, however, in no event shall the Retainage be disbursed to Tenant until such time as Tenant has complied with the requirements set forth in Section 3.2 and Section 5.3 hereof and the cost to correct punch list items would be less than $5,000. (vii) With respect to Planning Costs incurred by Tenant, Landlord shall disburse to Tenant the amount requested by Tenant (not to exceed the Improvement Allowance, and subject to any limitations on soft cost disbursements set forth elsewhere in this AmendmentExhibit) within 30 days after Landlord receives a disbursement request from Tenant, which request shall include a reasonably detailed invoice from the professional for whom the disbursement is sought and a certification from Tenant that such professional has satisfactorily performed his/her or its services for which the disbursement is sought. (viii) There shall exist no Event of Default.

Disbursement of Improvement Allowance. Landlord shall disburse the Improvement Allowance Tenant acknowledges that FLUC is part of a publicly traded real estate investment trust (“REIT”), and due to Tenant such REIT status FLUC is required to satisfy certain tax and accounting requirements and related obligations in connection with the leases at the Building. In order to satisfy such requirements and obligations in connection with this Lease, FLUC requires various construction-related deliverables to be timely submitted by Tenant to FLUC (“Tenant Deliverables”) at designated times prior to, during and immediately following the construction of the Improvements by Tenant, and completion Tenant hereby agrees to timely comply with all such Tenant Deliverable obligations. The Tenant Deliverables and related delivery deadlines are set forth in this Work Letter and in Schedule 1 attached hereto and incorporated herein by this reference. Notwithstanding any contrary provision of this Work Letter or Schedule 1, a complete set of all Tenant Deliverables shall have been delivered to FLUC no later than the date which is one (1) year following the full execution and delivery of this Sixth Amendment by Landlord and Tenant. Prior to the commencement of construction of the Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as Tenant shall deliver all of the Tenant Deliverables set forth hereinin Section 1 of Schedule 1 (i.e., the “Prior to Start of Construction” category of Tenant Deliverables) to FLUC. The funding Certain of the Tenant Deliverables set forth in Section 1 of Schedule 1 are further addressed with more specific provisions in this Work Letter. Following the construction of the Improvements, FLUC shall make one (1) disbursement of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, Items and shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to authorize the Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval release of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except monies as specifically set forth in this Section 6, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises pursuant to this Amendmentfollows.

Disbursement of Improvement Allowance. Tenant acknowledges that Landlord shall disburse the Improvement Allowance is a publicly traded real estate investment trust (“REIT”), and due to Tenant such REIT status Landlord is required to satisfy certain tax and accounting requirements and related obligations in connection with the leases at the Building. In order to satisfy such requirements and obligations in connection with this Lease, Landlord requires various construction-related deliverables to be timely submitted by Tenant to Landlord (“Tenant Deliverables”) at designated times prior to, during and immediately following the construction of the Improvements by Tenant, and completion Tenant hereby agrees to timely comply with all such Tenant Deliverable obligations. The Tenant Deliverables and related delivery deadlines are set forth in this Work Letter and in Schedule 1 attached to this Work Letter and incorporated herein by this reference. Notwithstanding any contrary provision of this Work Letter or Schedule 1 attached to this Work Letter, a complete set of all Tenant Deliverables shall be delivered to Landlord no later than forty-five (45) days following the Occupancy Outside Date. Prior to the commencement of construction of the Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as Tenant shall deliver all of the Tenant Deliverables set forth hereinin Section 1 of Schedule 1 attached to this Work Letter (i.e., the “Prior to Start of Construction” category of Tenant Deliverables) to Landlord. The funding Certain of the Tenant Deliverables set forth in Section 1 of Schedule 1 attached to this Work Letter are further addressed with more specific provisions in this Work Letter. Prior to and during the construction of the Improvements, Landlord shall make monthly disbursements of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Existing Premises and/or Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2012, Items and shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to authorize the Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers (including third party project managers) which Landlord determines reasonably necessary to facilitate its review and approval release of the Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property, or for exterior improvements or signage. Except monies as specifically set forth in this Section 6, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises pursuant to this Amendmentfollows.