Common use of Disbursement of Improvement Allowance Clause in Contracts

Disbursement of Improvement Allowance. The Improvement Allowance, to the extent payable hereunder, shall be paid to Tenant within thirty (30) days following the completion of construction of the Tenant Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related costs for which the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Tenant Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) the Tenant Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed, (iv) Tenant delivers final as-built drawings to Landlord; and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises. Landlord shall only be obligated to make disbursements from the Improvement Allowance to the extent costs are incurred by Tenant for Improvement Allowance Items. In lieu of paying the Improvement Allowance in cash, Landlord shall have the right, in Landlord’s sole and absolute discretion, to apply that portion of the Improvement Allowance payable to Tenant under this Section 3 to Rent first payable by Tenant following satisfaction of the conditions set forth in this Section 3.3.

Disbursement of Improvement Allowance. The (i) Subject to the terms of this Exhibit, Landlord shall disburse the Improvement AllowanceAllowance to Tenant for reimbursement of the Improvement Costs (subject to Section 4(a) above) 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 Premises or Tenant’s interest therein), and in no event will Landlord be required to disburse all or any portion of the Improvement Allowance prior to the date the CDs are approved in accordance with Section 2(a). Landlord shall have the right (but not the obligation) to make Improvement Allowance disbursements to any third party for whom Tenant has requested a disbursement or, following the occurrence of an Event of Default, directly to the Contractor. If Landlord elects to make payments directly to a third party, the payment is contingent upon such third party not being a “related party” for purposes of 17CFR 229.404(a) (Item 404(a)) or under generally accepted accounting principles or under NYSE independence requirements (or other then-applicable exchange requirements), and if such Tenant work letter third party is found to be a related party, the payments will be made directly to Tenant. If it is found that Landlord has made a payment to a third party that violates any of the foregoing requirements, then Tenant shall work cooperatively to unwind such payment, causing the third party to repay to Landlord the amount paid in error, and Landlord will then make such payment directly to Tenant. (ii) Except as set forth in (iii)(D) below with respect to final distribution of Retainage, Landlord shall be entitled to withhold from any requested disbursement for payment under the Construction Contract a retainage equal to 10% of the amount due under the Construction Contract (“Retainage”). Landlord shall not withhold more than the Retainage; thus, to the extent payable hereunderthe disbursement request already reflects a retainage from the amount requested by the Contractor, Landlord shall be paid to Tenant within thirty (30) days following not withhold more than the completion of construction of the Tenant Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related costs for which the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Tenant Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of Retainage less such other tenant’s leased premises in the Building, retained amount. (iii) Any provision of this Exhibit to the contrary notwithstanding, Tenant Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying agrees that the construction of the Tenant Improvements in the Premises has been substantially completed, (iv) Tenant delivers final as-built drawings to Landlord; and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises. Landlord shall only not be obligated to make disbursements a disbursement from the Improvement Allowance unless the following conditions have been satisfied or waived in writing by Landlord: (A) 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 payment, which request includes: (i) 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 amount set forth in Tenant’s request for payment; (ii) 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); (iii) proof of payment, such as canceled checks or proof of ACH from the bank; and (iv) releases of liens on Landlord’s form therefor from the Contractor, Architect, and any other relevant contractor or subcontractor (including without limitation design professionals) for work for which Tenant requests a disbursement (collectively, “Lien Waivers”). Landlord shall not be obligated to disburse funds for materials stored offsite. (B) Landlord shall have inspected and approved the Leasehold Improvements performed for which disbursement has been requested, such approval not to be unreasonably withheld, conditioned or delayed.. (C) Landlord shall have no obligation to make a disbursement from the Improvement Allowance to the extent costs are incurred that Landlord has received an intent to lien or 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 Improvement Allowance Items. In lieu the Premises, or if the conditions to advances of paying the Improvement Allowance are not satisfied. Landlord shall notify Tenant in cash, 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 the right, in Landlord’s sole and absolute discretion, no obligation to apply that disburse any portion of the Improvement Allowance payable to for the payment of any bond premiums required of Tenant under this Section 3 Exhibit in connection with any liens filed or sought in connection with the Leasehold Improvements. (D) The Retainage shall be disbursed to Rent first payable by Tenant following satisfaction 30 days after Substantial Completion of the conditions 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(b) and Section 5(a) hereof. (E) There shall exist no Event of Default and no condition which with notice and/or the passage of time would constitute an Event of Default. (iv) Provided Landlord has received a disbursement request from Tenant, together with the other items, certifications, Lien Waivers, etc. required under this Section 3.3Exhibit in connection with such disbursement on or before the 15th day of a month, Landlord shall make such disbursement no later than the last day of the following month. Landlord shall not be required to make more than 1 disbursement from the Improvement Allowance during any 30-day period.

Disbursement of Improvement Allowance. The Improvement Allowance, a. Subject to the extent payable hereunderterms of this Exhibit, Landlord shall be paid disburse the Improvement Allowance to Tenant within thirty (30) days following the completion of construction for reimbursement of the Tenant ImprovementsImprovement 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, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related such as legal fees or bonding costs for which the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights arising in connection with a mechanic’s lien placed on the construction of the Tenant Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety Current Premises or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenantTenant’s use of such other tenant’s leased premises in the Building, (iii) the Tenant Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed, (iv) Tenant delivers final as-built drawings to Landlord; and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premisesinterest therein). Landlord shall only have the right to make Improvement Allowance disbursements to any party for whom Tenant has requested a disbursement or, following the occurrence of an Event of Default, directly to the Contractor. T work letter/amendment b. Landlord shall be entitled to withhold from any requested disbursement for payment under the Construction Contract a retainage equal to the greater of the retainage set forth in the Construction Contract or 10% of amount due under the Construction Contract (the “Retainage”). c. Any provision of this Exhibit to the contrary notwithstanding, Tenant agrees that Landlord shall not be obligated to make disbursements a disbursement from the Improvement Allowance unless the following conditions have been satisfied or waived in writing by Landlord: (i) Landlord shall not be obligated to disburse funds for materials stored offsite. (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 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 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) releases of liens from the Contractor, Architect, and any other relevant contractor or subcontractor (including without limitation design professionals) 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 on or before the 15th day of a month, Landlord shall make such disbursement not later than the last day of the following month. Landlord shall not be required to make more than 1 disbursement from the Improvement Allowance during any 30-day period. (iv) Landlord shall have inspected and approved 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 costs are incurred that there exists any unbonded lien against the Building or the Current 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 Improvement Allowance Items. In lieu the Current Premises, or if the conditions to advances of paying the Improvement Allowance are not satisfied. Landlord shall notify Tenant in cash, 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 the right, in Landlord’s sole and absolute discretion, no obligation to apply that disburse any portion of the Improvement Allowance payable to for the payment of any bond premiums required of Tenant under this Section 3 Exhibit in connection with any liens filed or sought in connection with the Leasehold Improvements. (vi) The Retainage shall be disbursed to Rent first payable by Tenant following satisfaction 30 days after Substantial Completion of the conditions 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 5.1 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 Section 3.3Exhibit) 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. T work letter/amendment (viii) There shall exist no Event of Default and no condition which with notice and/or the passage of time would constitute an Event of Default.

Disbursement of Improvement Allowance. The Improvement Allowance, a. Subject to the extent payable hereunderterms of this Exhibit, Landlord shall be paid disburse the Improvement Allowance to Tenant within thirty (30) days following for payment or reimbursement to Tenant, as the completion of construction case may be, of the Tenant ImprovementsImprovement 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, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related such as legal fees or bonding costs for which the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights arising in connection with the construction of the Tenant Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenanta mechanic’s use of such other tenant’s leased premises in the Building, (iii) the Tenant Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in lien placed on the Premises has been substantially completed, (iv) Tenant delivers final as-built drawings to Landlord; and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the PremisesTenant’s interest therein). Landlord shall only have the right to make Improvement Allowance disbursements to any party for whom Tenant has requested a disbursement or, following the occurrence of an Event of Default, directly to the Contractor. b. Landlord shall be entitled to withhold from any requested disbursement for payment under the Construction Contract a retainage equal to the greater of the retainage set forth in the Construction Contract or 10% of amount due under the Construction Contract (the “Retainage”). c. Any provision of this Exhibit to the contrary notwithstanding, Tenant agrees that Landlord shall not be obligated to make disbursements a disbursement from the Improvement Allowance unless the following conditions have been satisfied or waived in writing by Landlord: (i) Landlord shall not be obligated to disburse funds for materials stored off-site. (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 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 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) conditional (subject only to payment) (iii) 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”). (iv) 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 on or before the 15th day of a month, Landlord shall make such disbursement not later than the last day of the following month. Landlord shall not be required to make more than 1 disbursement from the Improvement Allowance during any 30-day period. (v) Landlord shall have inspected and approved the Leasehold Improvements performed for which disbursement has been requested, such approval not to be unreasonably withheld. (vi) Landlord shall have no obligation to make a disbursement from the Improvement Allowance to the extent costs are incurred 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 Improvement Allowance Items. In lieu the Premises, or if the conditions to advances of paying the Improvement Allowance are not satisfied. Landlord shall notify Tenant in cash, 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 the right, in Landlord’s sole and absolute discretion, no obligation to apply that disburse any portion of the Improvement Allowance payable to for the payment of any bond premiums required of Tenant under this Section 3 Exhibit in connection with any liens filed or sought in connection with the Leasehold Improvements. (vii) The Retainage shall be disbursed to Rent first payable by Tenant following satisfaction 30 days after Substantial Completion of the conditions 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 $10,000. (viii) 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 Section 3.3Exhibit) 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. (ix) There shall exist no Event of Default and no condition which with notice and/or the passage of time would constitute an Event of Default.

Disbursement of Improvement Allowance. The Improvement Allowance, a. Subject to the extent payable hereunderterms of this Exhibit, Landlord shall be paid disburse the Improvement Allowance to Tenant within thirty (30) days following for payment or reimbursement to Tenant, as the completion of construction case may be, of the Tenant ImprovementsImprovement Costs (but not for costs arising from an Event of Default or from any facts or circumstances that could become an Event of Default, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related such as legal fees or bonding costs for which the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights arising in connection with the construction of the Tenant Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenanta mechanic’s use of such other tenant’s leased premises in the Building, (iii) the Tenant Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in lien placed on the Premises has been substantially completed, (iv) Tenant delivers final as-built drawings to Landlord; and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the PremisesTenant’s interest therein). Landlord shall only have the right to make Improvement Allowance disbursements to any party for whom Tenant has requested a disbursement or, following the occurrence of an Event of Default, directly to the Contractor. b. Landlord shall be entitled to withhold from any requested disbursement for payment under the Construction Contract a retainage equal to the greater of the retainage set forth in the Construction Contract or ten percent (10%) of amount due under the Construction Contract (the “Retainage”). No Retainage shall be taken from FF&E Costs, the Planning Cost or the Moving Costs. c. Any provision of this Exhibit to the contrary notwithstanding, Tenant agrees that Landlord shall not be obligated to make a disbursement from the Improvement Allowance unless the following conditions have been satisfied or waived in writing by Landlord: (i) Landlord shall not be obligated to disburse funds for materials stored off-site. (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 payment, which request includes (A) a copy of a certificate signed by the Architect certifying the then percentage completion of the Work, and approving payment of an amount at least equal to the 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); and (C) 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”). No Lien Waivers will be required as a condition to payment of FF&E Costs or Moving Costs. (iii) Provided that 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 on or before the 15th day of a month, Landlord shall make such disbursement not later than the last day of the following month. Landlord shall not be required to make more than two (2) disbursements from the Improvement Allowance during any thirty (30)-day period. (iv) Landlord shall have inspected and approved the Work 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 costs are incurred 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 Improvement Allowance Items. In lieu the Premises, or if the conditions to advances of paying the Improvement Allowance are not satisfied. Landlord shall notify Tenant in cash, 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 the right, in Landlord’s sole and absolute discretion, no obligation to apply that disburse any portion of the Improvement Allowance payable to for the payment of any bond premiums required of Tenant under this Section 3 Exhibit in connection with any liens filed or sought in connection with the Leasehold Improvements. (vi) The Retainage shall be disbursed to Rent first payable by Tenant following satisfaction thirty (30) days after Substantial Completion of the conditions Work; provided 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 3.3 hereof and the cost to correct punchlist items would be less than $5,000. (vii) With respect to Planning Costs, FF&E Costs and Moving Costs incurred by Tenant, Landlord shall disburse to Tenant the amount requested by Tenant (subject to any limitations on soft cost disbursements set forth elsewhere in this Section 3.3Exhibit) within thirty (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, proof of payment, 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 and no condition which with notice and/or the passage of time would constitute an Event of Default.

Disbursement of Improvement Allowance. The Improvement Allowance, to less a ten percent (10%) retainage (which retainage shall be payable as part of the extent payable hereunderfinal draw), shall be paid to Tenant or, at Landlord’s option, to the order of the Contractor, in periodic disbursements (but not more often than one time in any thirty (30) day period) within thirty (30) days after receipt of the following documentation (provided that no such retainage in the disbursement of the Improvement Allowance will be required so long as the executed construction contract (a copy of such provisions shall be tendered to Landlord prior to commencement of construction) provides for at least a ten percent (10%) retainage): (a) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant Improvements for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (d) a cost breakdown for each trade or subcontractor performing the Tenant Improvements; (e) copies of all invoices for construction costs; (f) copies of the portion of all construction contracts for the Tenant Improvements evidencing such contractors’ obligation to carry insurance and indemnifying Tenant and the Landlord Entities, together with copies of all change orders, if any; and (g) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Tenant Improvements. Upon completion of construction of the Tenant Improvements, provided that and prior to final disbursement of the Improvement Allowance, Tenant shall furnish Landlord with the items described in Section 1.5.3 below. In no event shall Landlord be required to disburse the Improvement Allowance more than one (i1) Tenant delivers to Landlord (a) paid invoices for all time per month. If the Tenant Improvements and related costs for which exceed the Improvement Allowance, then Tenant shall be entitled to the Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection accordance with the construction terms hereof, but each individual disbursement of the Improvement Allowance shall be disbursed in the proportion that the Improvement Allowance bears to the total cost for the Tenant Improvements, less the ten percent (ii10%) Landlord has determined retainage referenced above, if applicable; provided, however, that no substandard any disbursement requested by Tenant in accordance with the terms and conditions of this Exhibit B for work exists which adversely affects performed during calendar year 2016 only shall be disbursed in the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems amount of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) the Tenant Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction cost of the Tenant Improvements properly requested hereunder (and for which all required documentation is tendered to Landlord pursuant to the terms and conditions of this Lease), less the ten percent (10%) retainage referenced above, if applicable, up to a total amount disbursed plus the total amount of any related retainage, if applicable, collectively equal to Five Million Dollars ($5,000,000.00). For the avoidance of doubt, the 10% retainage referenced in this paragraph shall not apply to any design or architectural contracts held by Tenant. Notwithstanding anything herein to the Premises has been substantially completedcontrary, (iv) Tenant delivers final as-built drawings to Landlord; and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises. Landlord shall only not be obligated to make disbursements from the Improvement Allowance to the extent costs are incurred by Tenant for Improvement Allowance Items. In lieu of paying the Improvement Allowance in cash, Landlord shall have the right, in Landlord’s sole and absolute discretion, to apply that disburse any portion of the Improvement Allowance payable during the continuance of an uncured default under the Lease, and Landlord’s obligation to Tenant under this Section 3 to Rent first payable by Tenant following satisfaction of the conditions set forth in this Section 3.3disburse shall only resume when and if such default is cured.

Disbursement of Improvement Allowance. The (i) Subject to the terms of this Exhibit, Landlord shall disburse the Improvement AllowanceAllowance to Tenant for reimbursement of the Improvement Costs (subject to Section 4(a) above) for work in place or at Tenant’s option, pay Tenaxx’x xontractor and third-party vendors directly (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 Premises or Tenaxx’x xnterest therein). Landlord shall make Improvement Allowance disbursements to any third party for whom Tenaxx xxx requested a disbursement or, following the occurrence of an Event of Default, directly to the Contractor. If Landlord elects to make payments directly to a third party, the payment is contingent upon such third party not being a “related party” for purposes of 17CFR 229.404(a) (Item 404(a)) or under generally accepted accounting principles or under NYSE independence requirements (or other then-applicable exchange requirements), and if such third party is found to be a related party, the payments will be made directly to Tenant. If it is found that Landlord has made a payment to a third party that violates any of the foregoing requirements, then Tenant shall work cooperatively to unwind such payment, causing the third party to repay to Landlord the amount paid in error, and Landlord will then make such payment directly to Tenant. (ii) Except as set forth in (iii)(D) below with respect to final distribution of Retainage, Landlord shall be entitled to withhold from any requested disbursement for payment under the Construction Contract a retainage equal to 10% of the amount due under the Construction Contract (“Retainage”). Landlord shall not withhold more than the Retainage; thus, to the extent payable hereunderthe disbursement request already reflects a retainage from the amount requested by the Contractor, Landlord shall be paid to Tenant within thirty (30) days following not withhold more than the completion of construction of the Tenant Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related costs for which the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Tenant Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of Retainage less such other tenant’s leased premises in the Building, retained amount. (iii) Any provision of this Exhibit to the Tenant Architect delivers to Landlord a “Certificate of Substantial Completion”contrary notwithstanding, in a form reasonably acceptable to Landlord, certifying Tenaxx xxxees that the construction of the Tenant Improvements in the Premises has been substantially completed, (iv) Tenant delivers final as-built drawings to Landlord; and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises. Landlord shall only not be obligated to make disbursements a disbursement from the Improvement Allowance unless the following conditions have been satisfied or waived in writing by Landlord: (A) 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 payment, which request includes: (i) 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 amount set forth in Tenant’s request for payment; (ii) 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 Tenant work letter and the same as the Retainage set forth above and that there will not be a separate or an additional retainage under such forms); (iii) if payment is made to Tenant for reimbursement, proof of payment, such as canceled checks or proof of ACH from the bank; and (iv) releases of liens on Landlord’s form therefor from the Contractor, Architect, and any other relevant contractor or subcontractor (including without limitation design professionals) for work for which Tenant requests a disbursement (collectively, “Lien Waivers”). Landlord shall not be obligated to disburse funds for materials stored offsite. (B) Landlord shall have inspected and approved the Leasehold Improvements performed for which disbursement has been requested, such approval not to be unreasonably withheld. (C) Landlord shall have no obligation to make a disbursement from the Improvement Allowance to the extent costs are incurred that Landxxxx xxx received an intent to lien or 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 Improvement Allowance Items. In lieu the Premises, or if the conditions to advances of paying the Improvement Allowance are not satisfied. Landlord shall notify Tenant in cash, 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 the right, in Landlord’s sole and absolute discretion, no obligation to apply that disburse any portion of the Improvement Allowance payable to for the payment of any bond premiums required of Tenant under this Section 3 Exhibit in connection with any liens filed or sought in connection with the Leasehold Improvements. (D) The Retainage shall be disbursed to Rent first payable by Tenant following satisfaction 30 days after Substantial Completion of the conditions 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(b) and Section 5(a) hereof. (E) There shall exist no Event of Default and no condition which with notice and/or the passage of time would constitute an Event of Default. (iv) Provided Landlord has received a disbursement request from Tenant, together with the other items, certifications, Lien Waivers, etc. required under this Section 3.3Exhibit in connection with such disbursement on or before the 25th day of a month, Landlord shall make such disbursement no later than the last day of the following month. Landlord shall not be required to make more than one disbursement from the Improvement Allowance during any 30-day period. Subject to the provisions of this Exhibit and that certain commission agreement between Landlord and Broker with respect to this Lease, as applicable, if Landlord does not timely (A) make a disbursement of the Improvement Allowance pursuant to this sub-section (iv), or (B) pay Broker the commission due Broker pursuant to the terms of that certain commission agreement between Landlord and Broker with respect to this Lease, and then fails to remedy such breach within 10 business days after receipt of written notice from Tenant of such breach, Tenant may offset such amount against the monthly installments of Fixed Rent due under this Lease until such amount is paid in full, provided (1) Tenant assumes, in writing, responsibility for, and pays Broker, the commission due Broker pursuant to the terms of that certain commission agreement between Landlord and Broker with respect to this Lease if Tenant exercises Tenant’s offset rights as a result of clause (B) in this sub-section (iv), and (2) the aggregate monthly offset amount may not exceed 50% of monthly Fixed Rent. If Tenant exercises Tenant’s offset rights under this paragraph, Tenant must notify Landlord of such exercise (including the offset amount) in writing within five business days prior to such exercise. (v) By written notice to Landlord received at least 2 months prior to the Commencement Date, Tenant shall have the right to convert up to $20.00 per rentable square footage of the Premises (i.e., $342,380.00) of Fixed Rent abated during the Second Abatement Period (such amount, “Converted Rent”) to the Improvement Allowance. If Landlord receives such a notice from Tenant at least 2 months prior to the Commencement Date, then notwithstanding anything to the contrary in this Lease, the Second Abatement Period (and the amount of Fixed Rent abated during such period) shall be Tenant work letter reduced by the total amount of Converted Rent, and the Improvement Allowance shall be increased by the Converted Rent. (vi) Notwithstanding the foregoing, if, after completion of the Leasehold Improvements and payment in full of the Improvement Costs, there are unused Improvement Allowance dollars and no uncured default beyond applicable notice and cure periods, then by written notice to Landlord received no later than 2 months prior to the Commencement Date, Tenant may apply up to $410,856.00 of the Improvement Allowance as a credit against the next installment(s) of Fixed Rent, provided Landlord shall have the right to pay Tenant a lump-sum amount in lieu of such Fixed Rent credit.

Disbursement of Improvement Allowance. The Disbursement of the Improvement Allowance, Allowance shall be subject to the extent payable hereunderfollowing conditions: a. Once each calendar month, Tenant shall present to Landlord separate requests for payment for the Tenant Improvements work (the "Draw Request") which have been completed to date; provided that (i) the final Draw Request may be submitted immediately upon completion of the Tenant Improvements, and (ii) the conditions set forth in Paragraph C3(c), below, shall be paid to satisfied. Each Draw Request shall include Tenant's certification that the Tenant within Improvements covered thereby have been satisfactorily completed, and shall be substantiated by original invoices for such work, along with partial lien waivers with respect thereto. At Landlord's election, such Draw Requests shall also include a confirmation by the Construction Supervisor (hereinafter defined) that the Tenant Improvements for which payment is requested have been completed in conformity with the Tenant's Plan; provided that such confirmation (1) shall not be considered an assurance by Landlord that such Tenant Improvements are in conformance with the Tenant's Plan or applicable code requirements; and (2) shall not preclude Landlord from subsequently asserting that the Tenant Improvements (or any part thereof) deviate from the Tenant's Plan or applicable code requirements. Within thirty (30) days following of Landlord's receipt of a complete and correct Draw Request, Landlord shall make payment to the Contractor, subject as hereinafter provided. b. All Draw Requests covering construction work shall be accompanied by the AIA Application and Certificate for Payment (AIA Documents G702 and G703), certified by the Space Planner, 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 the Landlord may reasonably request. Prior to substantial completion of construction of the Tenant Improvements, all Certificates for Payment shall include retainage of not less than ten percent (10%) of the value of the work in place, until fifty percent (50%) of the work has been completed, whereupon, at Landlord's discretion, there shall be no further retainage withheld; provided however that if Landlord determines that construction problems have arisen thereafter, Landlord shall require that a retainage of five percent (i5%) Tenant delivers of the value of the work in place be withheld from future payments. c. Landlord shall not disburse the final ten percent (10%) of the Improvement Allowance until Landlord has received a final Draw Request accompanied by final lien waivers and/or other evidence reasonably satisfactory to Landlord (a) paid invoices for that all Tenant Improvements contractors, workers, material and related costs for which the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from Tenant’s contractor, subcontractors and material service suppliers and any all other party which has lien rights persons having claims against Tenant for payment of work done or material or services supplied in connection with the construction of the Tenant ImprovementsImprovements have been paid in full, and (ii) final plans, specifications and drawings for all work in place, including changes to or deviations from the Tenant's Plan approved by Landlord. d. In the event that a Default is then occurring under the Original Lease, as amended by the First Amendment, Landlord has determined that shall have no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems obligation to make any payment of the BuildingImprovement Allowance, until such time as the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) the Tenant Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises Default has been substantially completed, (iv) Tenant delivers final as-built drawings to Landlord; and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises. Landlord shall only be obligated to make disbursements from the Improvement Allowance to the extent costs are incurred cured by Tenant for Improvement Allowance Items. In lieu of paying the Improvement Allowance in cash, Tenant. e. Landlord shall have the right, in Landlord’s sole and absolute discretionbut not an obligation, to apply that portion of pay any contractor, workers, material and service supplier, and all other persons who have performed work or supplied material or service in connection with the Improvement Allowance payable Tenant Improvements if Tenant has failed to do so, and Tenant under this Section 3 to Rent first payable by Tenant following satisfaction of shall pay Landlord on demand the conditions set forth in this Section 3.3amount Landlord has so paid.