Common use of Disbursement of Tenant Improvement Allowance Clause in Contracts

Disbursement of Tenant Improvement Allowance. Once a month, on or before the 10th day of the month, Tenant shall present to Landlord a Request for Disbursement ("Request for Disbursement") requesting payment by Landlord of any costs associated with the design, engineering or construction of the tenant improvements. The Request for Disbursement shall include the following information: 1) A certificate from Tenant confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts. 2) A Certificate from Tenant's Architect confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts and certifying that materials have arrived on the job. 3) Unconditional mechanics lien releases and copies of invoices from the Contractor, subcontractors, suppliers and materialmen marked "Paid." 4) And such other reasonable documentation as may be requested by Landlord not later than the 25th day of the previous month. Payment shall not be made on any Request for Disbursement until all of the information and documentation above is complete. Payment shall be made only for those materials which have been installed or which have been delivered to the Premises. Landlord shall have five (5) calendar days from the date of receipt of the Request for Disbursement to review same and request clarification. If Landlord is in Agreement with the Request for Disbursement, payment shall be made to Tenant within ten (10) days of receipt of the Request for Disbursement. If any items are in dispute, Landlord shall not make payment on those items until the dispute is resolved, but Landlord shall make payment to Tenant of all amounts not in dispute within ten (10) days of receipt of the Request for Disbursement. Landlord shall not unreasonably withhold its approval of any Request for Disbursement or on any specific request for payment made therein. A final disbursement of Twenty-five Thousand Dollars ($25,000.00) shall be held until all punchlist items in Tenant's Premises are complete, and the time for the filing of any mechanics liens claimed or which might be filed on account of any work performed by Tenant, Contractor, subcontractors, suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed the entire amount of the Tenant Improvement Allowance (See Addendum P. 1.C.) to Tenant, except the final disbursement of $25,000.00, any and all costs associated with the design, engineering or construction of Tenant's Premises shall be paid directly by Tenant.

Disbursement of Tenant Improvement Allowance. Once a monthWith respect to Tenant Improvement Allowance Items, on or before the 10th day of the month, Tenant Improvement Allowance shall present to Landlord a Request for Disbursement ("Request for Disbursement") requesting payment be paid by Landlord in monthly installments after Tenant’s submission of any costs associated with the designpayment requests, engineering or construction each of the tenant improvements. The Request for Disbursement which shall include the following information: 1following: (i) A certificate invoices for the Tenant Improvements, with sufficient back-up xxxxxxxx from Tenant confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts. 2) A Certificate from Tenant's Architect confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts and certifying that materials have arrived on the job. 3) Unconditional mechanics lien releases and copies of invoices from the Contractorcontractors, subcontractors, suppliers and providers of services to give Landlord a financial accounting regarding each invoice to be reimbursed by Landlord, (ii) a certificate signed by Tenant’s Architect and an authorized officer of Tenant certifying that the Tenant Improvement Work represented by the aforesaid invoices has been satisfactorily constructed substantially in accordance with Tenant’s Plans, (iii) lien waivers by all of Tenant’s Agents (as that term is defined in Section 3.1.2 below) for all such work covered by the invoices and (iv) with the last payment request for Tenant Improvements (as opposed to payment requests with respect to Occupancy Expenses) a general waiver of lien from the contractor, subcontractors and materialmen marked "Paid." 4) And regarding the Tenant Improvements. At Tenant’s election, such other reasonable documentation as may be requested by Landlord not later than the 25th day of the previous month. Payment payments shall not be made on any Request to Tenant or directly to the applicable contractors, subcontractors, suppliers, materialmen or providers of services. Landlord shall pay to Tenant the specified amounts for Disbursement until each payment request not to exceed, in the aggregate, the Tenant Improvement Allowance, within thirty (30) days after receipt of all of the information and documentation above is completespecified above. Payment Landlord and Landlord’s lender, Manufacturers and Traders Trust Company shall be made only for those materials which have been installed or which have been delivered the right to inspect the Premises, accompanied by Tenant’s representative and subject to the Premises. Landlord shall have five (5) calendar days from general contractor’s reasonable work and access rules, to confirm the date of receipt completion of the Request for Disbursement work covered by such invoices. With respect to review same and request clarification. If Landlord is in Agreement with the Request for DisbursementOccupancy Expenses, payment shall be made to Tenant within ten (10) days of receipt of the Request for Disbursement. If any items are in dispute, Landlord shall not make payment on those items until the dispute is resolved, but Landlord shall make payment to Tenant of all amounts not in dispute within ten (10) days of receipt of the Request for Disbursement. Landlord shall not unreasonably withhold its approval of any Request for Disbursement or on any specific request for payment made therein. A final disbursement of Twenty-five Thousand Dollars ($25,000.00) shall be held until all punchlist items in Tenant's Premises are complete, and the time for the filing of any mechanics liens claimed or which might be filed on account of any work performed by Tenant, Contractor, subcontractors, suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed the entire amount of the Tenant Improvement Allowance (See Addendum P. 1.C.) to Tenant, except the final disbursement of $25,000.00, any and all costs associated with the design, engineering or construction of Tenant's Premises shall be paid directly by Landlord within thirty (30) days after receipt of Tenant’s request for reimbursement for Occupancy Expenses accompanied by invoices from the suppliers and service providers.

Disbursement of Tenant Improvement Allowance. Once a month, on or before the 10th day Disbursement of the monthTenant Improvement Allowance shall be subject to compliance by Tenant and the Tenant’s Contractor with the applicable provisions for disbursement of funds by Landlord as set forth herein. Not more often than monthly, Tenant Tenant’s Contractor shall present to Landlord a Request standard AIA pay request forms G701, G702, and G703 for Disbursement payment certified by Tenant’s Architect and approved by Tenant, together with applicable invoices and unconditional lien waivers ("Request for Disbursement"or, from subcontractors only, waivers conditioned only on payment) requesting payment respecting all work covered by the pay request. Within thirty (30) days from receipt of the pay request and all required documentation, Landlord from the Tenant Improvement Allowance will disburse to Tenant, Tenant’s Contractor (or other appropriate vendor(s) indicated in such pay request), the amount approved by Landlord for work in place in the Premises or materials stored in the Premises and covered by the pay request form, less a 10% hold back for retainage, and less any amounts to be reimbursed to Landlord from or charged against the Tenant Improvement Allowance (including the construction management fee pursuant to Section 4 of any costs associated with this Work Letter) pursuant to express provisions of this Lease, which amounts may be paid directly to Landlord from the design, engineering or construction Tenant Improvement Allowance either upon completion of the tenant improvementsTenant Improvements or from time to time during construction, provided that Landlord shall give Tenant notice of the amount of such disbursement. The Request Landlord itself or through an agent shall have the right, but not the obligation, to verify all requests for Disbursement shall include the following information: 1) A certificate from Tenant confirming payment to assure Landlord that all of the work contained in the Request for Disbursement requested has been completed in accordance substantial compliance with the applicable contracts. 2) A Certificate from Tenant's Architect confirming approved Plans and Specifications and that no greater proportion of the Tenant Improvement Allowance is being disbursed than represents the proportionate portion of the Tenant Improvements that have been completed in substantial compliance with the approved Plans and Specifications. As provided in Section 5 hereof, Tenant shall be responsible for payment of any deficiencies if the cost of completion of the Tenant Improvements exceeds the Tenant Improvement Allowance. Upon submittal of the second to last pay application, Landlord shall reduce the retainage to five percent (5%). Upon completion of all Tenant Improvements and evidence of compliance with the approved Plans and Specifications and all of the work contained in other construction documents (including a certificate of occupancy by the Request for Disbursement has been completed City of Denver and a certificate made by Tenant’s Architect to Landlord certifying Substantial Completion of the Tenant Improvements in accordance with the applicable contracts requirements of this Lease), and certifying subject to proof submitted by Tenant and Tenant’s Contractor that materials have arrived on all payments respecting the job. 3) Unconditional mechanics lien releases and copies of invoices from the Contractor, subcontractors, suppliers and materialmen marked "Paid." 4) And such other reasonable documentation as may be requested by Landlord not later than the 25th day of the previous month. Payment shall not be made on any Request for Disbursement until all of the information and documentation above is complete. Payment shall be made only for those materials which Tenant Improvements have been installed or which have been delivered to the Premises. Landlord shall have five (5) calendar days from the date of completed and all unconditional lien waivers provided, and upon receipt of the Request for Disbursement to review same and request clarification. If Landlord is in Agreement with the Request for Disbursement, payment shall be made to Tenant within ten (10) days of receipt final as-built plans of the Request for Disbursement. If any items are in disputeTenant Improvements, Landlord shall release to Tenant’s Contractor any retainage, not make payment on those items until to exceed the dispute is resolved, but Landlord shall make payment to Tenant of all amounts not in dispute within ten (10) days of receipt of the Request for Disbursement. Landlord shall not unreasonably withhold its approval of any Request for Disbursement or on any specific request for payment made therein. A final disbursement of Twenty-five Thousand Dollars ($25,000.00) shall be held until all punchlist items in Tenant's Premises are complete, and the time for the filing of any mechanics liens claimed or which might be filed on account of any work performed by Tenant, Contractor, subcontractors, suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed the entire then undisbursed amount of the Tenant Improvement Allowance (See Addendum P. 1.C.) to Tenant, except the final disbursement of $25,000.00, any and all costs associated with the design, engineering or construction of Tenant's Premises shall be paid directly by TenantAllowance.

Disbursement of Tenant Improvement Allowance. Once a month, on or before the 10th day The Tenant Improvement Allowance shall be paid upon completion of the monthTenant Improvements on the basis set forth below; provided, under no circumstances shall Landlord pay any portion of the Tenant Improvement Allowance prior to January 1, 2009. Tenant shall present submit to Landlord a Request for Disbursement ("Request for Disbursement") requesting payment by Landlord of any costs associated with the designLandlord, engineering or from time-to-time during construction of the tenant improvements. The Request for Disbursement shall include the following information: 1) A certificate from Tenant confirming that all Improvements and upon completion of the work contained in the Request Tenant Improvements, a written request for Disbursement has been completed in accordance with the applicable contracts. 2) A Certificate from Tenant's Architect confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts and certifying that materials have arrived on the job. 3) Unconditional mechanics lien releases and copies of invoices from the Contractor, subcontractors, suppliers and materialmen marked "Paid." 4) And such other reasonable documentation as may be requested by Landlord not later than the 25th day of the previous month. Payment shall not be made on any Request for Disbursement until all of the information and documentation above is complete. Payment shall be made only for those materials which have been installed or which have been delivered to the Premises. Landlord shall have five (5) calendar days from the date of receipt of the Request for Disbursement to review same and request clarification. If Landlord is in Agreement with the Request for Disbursement, payment shall be made to Tenant within ten (10) days of receipt of the Request for Disbursement. If any items are in dispute, Landlord shall not make payment on those items until the dispute is resolved, but Landlord shall make payment to Tenant disbursement of all amounts not in dispute within ten (10) days of receipt of the Request for Disbursement. Landlord shall not unreasonably withhold its approval of any Request for Disbursement or on any specific request for payment made therein. A final disbursement of Twenty-five Thousand Dollars ($25,000.00) shall be held until all punchlist items in Tenant's Premises are complete, and the time for the filing of any mechanics liens claimed or which might be filed on account of any work performed by Tenant, Contractor, subcontractors, suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed the entire amount a portion of the Tenant Improvement Allowance (See Addendum P. 1.C.“Request”). The Request shall include a copy of all bills and invoices (“Bills and Invoices”) which Tenant has or is required to pay and a certification from Tenant’s construction representative and the Selected Contractor (as defined in Paragraph 4.1, except below) that the amount set forth in the Request has been paid or is due and owing, together with a copy of appropriate (as determined by Landlord in its reasonable discretion) conditional and final disbursement of $25,000.00lien releases and waivers, any as applicable for a project in progress or a completed project, as appropriate, and all costs associated other information reasonably requested by Landlord. Upon Landlord’s (a) receipt of such Bills and Invoices, information, and lien releases and waivers, (b) Landlord’s determination that no person or entity has, or will have any right to file a mechanic’s, materialmen’s or design professional’s lien against the Premises, (c) determination that Substantial Completion (as defined in Paragraph 4.4, below) of the Tenant Improvements has occurred, and (d) determination that no substandard work exists which adversely affects the Building systems or the structural or exterior appearance of the Building or any other tenant’s use of its leased premises in the Building, Landlord shall issue a check equal to the sum of the Bills and Invoices but not to exceed the remaining amount of the Tenant Improvement Allowance. Landlord shall have the option to issue all checks issued in connection with work that has not yet been paid as payable jointly to Tenant and the designSelected Contractor and/or any subcontractors. Notwithstanding the foregoing, engineering or construction under no circumstances shall Landlord pay any Tenant Improvement Allowance for Tenant Improvements when Substantial Completion of Tenant's Premises same occurs after December 31, 2010, and Tenant acknowledges and agrees that it shall be paid directly by Tenantsolely responsible for one hundred percent (100%) of all Tenant Improvement Costs incurred for such Tenant Improvements notwithstanding the possibility that there exists any unused amount of the Tenant Improvement Allowance. Notwithstanding the foregoing, Tenant may commence and/or complete the Tenant Improvements to the Premises prior to January 1, 2009; provided, however, that Landlord shall reimburse Tenant for such costs incurred in accordance with this Section 3.4 of the Sixth Amendment, up to the amount of the Tenant Improvement Allowance, but not before January 1, 2009.

Disbursement of Tenant Improvement Allowance. Once The Tenant Improvement Allowance shall be paid upon completion of the Leasehold Improvements on the basis set forth below. Tenant shall submit to Landlord, from time-to-time during construction of the Leasehold Improvements (but not more than once per month) and upon completion of the Leasehold Improvements, a monthwritten request for disbursement of all or a portion of the Tenant Improvement Allowance (“Request”). The Request shall include a copy of all bills and invoices (“Bills and Invoices”) which Tenant has or is required to pay in connection with the amount then being requested for reimbursement and a certification from Tenant’s construction representative and the Selected Contractor (as defined below) that the amount set forth in the Request has been paid or is due and owing, together with a copy of all conditional and final lien releases and waivers, as applicable for a project in progress or a completed project, and if a completed project, a temporary certificate of occupancy, and all other information reasonably requested by Landlord relating to the amount then being reimbursed. Disbursement of the Tenant Improvement Allowance shall be conditioned upon the following: (a) Landlord’s receipt of such Bills and Invoices, information, and lien releases and waivers, (b) upon completion of the Tenant Improvements, the determination that the Tenant Improvements are Substantially Complete, and (c) the determination that no substandard work exists which adversely affects the Building systems or the structural or exterior appearance of the Building or any other tenant’s use of its leased premises in the Building. Provided Tenant delivers such Bills and Invoices, information, and lien releases and waivers to Landlord on or before the 10th 15th day of a calendar month and otherwise satisfies the monthconditions set forth in clauses (a) through (c), Tenant shall present to Landlord a Request for Disbursement ("Request for Disbursement") requesting payment by Landlord of any costs associated with the design, engineering or construction of the tenant improvements. The Request for Disbursement shall include the following information: 1) A certificate from Tenant confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts. 2) A Certificate from Tenant's Architect confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts and certifying that materials have arrived on the job. 3) Unconditional mechanics lien releases and copies of invoices from the Contractor, subcontractors, suppliers and materialmen marked "Paid." 4) And such other reasonable documentation as may be requested by Landlord not later than the 25th day of the previous month. Payment shall not be made on any Request for Disbursement until all of the information and documentation above is complete. Payment shall be made only for those materials which have been installed or which have been delivered to the Premises. Landlord shall have five (5) calendar days from the date of receipt of the Request for Disbursement to review same and request clarification. If Landlord is in Agreement with the Request for Disbursement, payment shall be made to Tenant within ten (10) days of receipt of the Request for Disbursement. If any items are in disputeabove, Landlord shall not make payment on those items until issue a check equal to the dispute is resolved, but Landlord shall make payment to Tenant of all amounts not in dispute within ten (10) days of receipt sum of the Request for Disbursement. Landlord shall Bills and Invoices but not unreasonably withhold its approval of any Request for Disbursement or on any specific request for payment made therein. A final disbursement of Twenty-five Thousand Dollars ($25,000.00) shall be held until all punchlist items in Tenant's Premises are complete, and to exceed the time for the filing of any mechanics liens claimed or which might be filed on account of any work performed by Tenant, Contractor, subcontractors, suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed the entire remaining amount of the Tenant Improvement Allowance (See Addendum P. 1.C.) on or before the 15th day of the immediately following calendar month. Landlord shall have the option to issue all checks issued in connection with this Work Letter Agreement as payable to Tenant, except the final disbursement of $25,000.00, any and all costs associated with the design, engineering or construction of Tenant's Premises shall be paid directly by Tenant.

Disbursement of Tenant Improvement Allowance. Once a month, on or before Landlord shall disburse the 10th day of Tenant Improvement Allowance to Tenant in three (3) disbursements as follows: 3.1.1 The first disbursement shall be made when the month, Tenant shall present Improvements are approximately thirty-five percent (35%) completed. Tenant may request the first disbursement by preparing and delivering to Landlord a Request written request for Disbursement the first disbursement ("Request for Disbursement"the “First Allowance Request”) requesting payment by Landlord of any costs associated with the design, engineering or construction which shall include a statement of the tenant improvements. The Request for Disbursement shall include actual cost of constructing the following information: 1) A certificate from Tenant confirming that all portion of the work contained in the Request for Disbursement has Tenant Improvements that have been completed in accordance completed, together with the applicable contracts. 2) A Certificate from Tenant's Architect confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts supporting statements and certifying that materials have arrived on the job. 3) Unconditional mechanics lien releases and copies of invoices from the Contractor, subcontractors, suppliers architects and materialmen marked "Paid." 4) And engineers, and appropriate mechanics’ lien waivers, releases and such other reasonable documentation as Landlord may be requested by Landlord not later than reasonably require to confirm the 25th day percentage completion of the previous month. Payment shall not be made on any Request for Disbursement until all of Tenant Improvements in connection with the information and documentation above is complete. Payment shall be made only for those materials which have been installed or which have been delivered to the PremisesFirst Allowance Request. Landlord shall have five (5) calendar days from the date of receipt of the Request for Disbursement to review same and request clarification. If Landlord is in Agreement with the Request for Disbursement, payment shall be made to Tenant within ten (10) business days of following its receipt of the First Allowance Request for Disbursementto notify Tenant of any deficiencies or additional information needed by Landlord to approve the First Allowance Request. If any items are in disputeUpon Landlord’s approval of the Initial Allowance Request, Landlord shall not make payment on those items until pay up to thirty-five percent (35%) of the dispute is resolvedTenant Improvement Allowance, but less a holdback equal to ten percent (10%) of the total first disbursement, to the Contractor or to the individual subcontractors, suppliers, and design professionals, as appropriate and as reasonably determined by Landlord in consultation with Tenant. Landlord shall have thirty (30) days following its receipt of the Initial Allowance Request and any additional information requested from Tenant in connection therewith to make payment the distributions provided in this Section 3.1.1. Failure of Landlord to make the distributions to Tenant within such period shall entitle Tenant to the offset rights set forth in Section 3.6, below. 3.1.2 The second disbursement shall be made when the Tenant Improvements are approximately seventy percent (70%) completed. Tenant may request the second disbursement by preparing and delivering to Landlord a written request for the second disbursement (the “Second Allowance Request”) which shall include a statement of all amounts not the actual cost of constructing the portion of the Tenant Improvements that have been completed, together with supporting statements and invoices from the Contractor, subcontractors, architects and engineers, and appropriate mechanics’ lien waivers, releases and such other documentation as Landlord may reasonably require to confirm the percentage completion of the Tenant Improvements in dispute within connection with the Second Allowance Request. Landlord shall have ten (10) business days of following its receipt of the Second Allowance Request for Disbursementto notify Tenant of any deficiencies or additional information needed by Landlord to approve the Second Allowance Request. Upon Landlord’s approval of all such documentation, Landlord shall not unreasonably withhold its approval pay up to the sum of any Request for Disbursement or on any specific request for payment made therein. A final disbursement (i) the remaining undisbursed balance, if any, of Twentythe thirty-five Thousand Dollars percent ($25,000.0035%) shall be held until all punchlist items in Tenant's Premises are complete, and the time for the filing of any mechanics liens claimed or which might be filed on account of any work performed by Tenant, Contractor, subcontractors, suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed the entire amount of the Tenant Improvement Allowance Allowance, less a ten percent (See Addendum P. 1.C.10%) holdback, available for the first disbursement under Section 3.1.1, and (ii) thirty-five percent (35%) of the Tenant Improvement Allowance, less a holdback equal to ten percent (10%) of the total second disbursement, to the Contractor or to the individual subcontractors, suppliers, and design professionals, as appropriate and as reasonably determined by Landlord in consultation with Tenant, except the final disbursement of $25,000.00, any and all costs associated with the design, engineering or construction of Tenant's Premises . Landlord shall be paid directly by Tenant.have thirty

Disbursement of Tenant Improvement Allowance. Once a monthDuring the design and construction of the Tenant Improvements, on Landlord shall make monthly disbursements of the Tenant Improvement Allowance to reimburse Tenant for Tenant Improvement Allowance Items and shall authorize the release of funds as follows, and otherwise in accordance with Landlord’s standard disbursement process. (i) On or before the 10th fifth (5th) day of the montheach calendar month (or such other date as Landlord may designate), Tenant shall present deliver to Landlord Landlord: (A) a Request request for Disbursement payment from Contractor ("Request for Disbursement"defined below) requesting payment approved by Landlord Tenant and the Architect (hereafter defined), in a form to be provided or approved in advance by Landlord, including a schedule of any costs associated with values and showing the designpercentage of completion, engineering or construction by trade, of the tenant improvements. The Request for Disbursement shall include Tenant Improvements, which details the following information: 1) A certificate from Tenant confirming that all portion of the work contained in completed and the Request for Disbursement has been completed in accordance with the applicable contracts. 2portion not completed; (B) A Certificate invoices from Tenant's Architect confirming that all of Tenant’s Agents (defined below) for labor rendered and materials delivered to the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts Phase I Premises and certifying that materials have arrived on the job. 3Phase II Premises; (C) Unconditional mechanics executed conditional mechanic’s lien releases from all of Tenant’s Agents who have lien rights with respect to the subject request for payment (along with unconditional mechanics’ lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) in compliance with all applicable laws; and copies of invoices from the Contractor, subcontractors, suppliers and materialmen marked "Paid." 4(D) And such all other reasonable documentation as may be information reasonably requested by Landlord not later than (collectively, the 25th day of the previous month. “Payment shall not be made on any Request for Disbursement until all of the information and documentation above is complete. Payment shall be made only for those materials which have been installed or which have been delivered to the Premises. Landlord shall have Supporting Documentation”). (ii) Within forty-five (5) calendar days from the date of receipt of the Request for Disbursement to review same and request clarification. If Landlord is in Agreement with the Request for Disbursement, payment shall be made to Tenant within ten (1045) days after Tenant’s delivery to Landlord of receipt of the all Payment Request for Disbursement. If any items are in disputeSupporting Documentation, Landlord shall not make payment on those items until the dispute is resolved, but Landlord shall make payment deliver to Tenant of all amounts not payment in dispute within ten an amount equal to the lesser of: (10x) days of receipt of the Request for Disbursement. Landlord shall not unreasonably withhold its approval of any Request for Disbursement or on any specific request for payment made therein. A final disbursement of Twenty-five Thousand Dollars ($25,000.00) shall be held until all punchlist items in Tenant's Premises are complete, and the time for the filing of any mechanics liens claimed or which might be filed on account of any work performed amount so requested by Tenant, Contractoras set forth above, subcontractorsless (i) the applicable Over-Tenant Improvement Allowance Amount (defined in Section 3.2(a) below and (ii) a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed and (y) the entire amount balance of any remaining available portion of the Tenant Improvement Allowance (See Addendum P. 1.C.not including the Final Retention), provided that if Landlord, in good faith, disputes any item in a request for payment based on non-compliance of any work with the Approved Working Drawings (defined below) or due to any substandard work and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute Notice”) within ten (10) business days following Tenant’s submission of its Payment Request Supporting Documentation, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently resolve any such dispute. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. (iii) Subject to the provisions of this Work Agreement, following the final completion of construction of the Tenant Improvements, Landlord shall deliver to Tenant a check made payable to Tenant, except or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the final disbursement amount of $25,000.00the Final Retention, any provided that (A) Tenant delivers to Landlord properly executed unconditional mechanics’ lien releases from all of Tenant’s Agents in compliance with all applicable laws, as reasonably determined by Landlord; (B) Landlord has determined in good faith that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and all costs associated with air conditioning, life-safety or other systems of the designBuilding, engineering the curtain wall of the Building, the structure or exterior appearance of the Building; (C) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements has been finally completed; (D) Tenant supplies Landlord with evidence that all governmental approvals required for an occupant to legally occupy the Premises has been obtained; and (E) Tenant has fulfilled its Completion Obligations (defined below) and has otherwise complied with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, closeout documentation regarding the general contractor, financial close-out matters, and Tenant's Premises shall be paid directly by Tenant’s vendors.

Disbursement of Tenant Improvement Allowance. Once a month, on or before the 10th day of the month, Tenant shall present to Landlord a Request for Disbursement ("Request for Disbursement") requesting payment by Landlord of any costs associated with the design, engineering or construction of the tenant improvements. The Request for Disbursement shall include the following information: 1) A certificate from Tenant confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts. 2) A Certificate from Tenant's Architect confirming that all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts and certifying that materials have arrived on the job. 3) Unconditional mechanics lien releases and copies of invoices from the Contractor, subcontractors, suppliers and materialmen marked "Paid." 4) And such other reasonable documentation as may be requested by Landlord not later than the 25th day of the previous month. Payment shall not be made on any Request for Disbursement until all of the information and documentation above is complete. Payment shall be made only for those materials which have been installed or which have been delivered to the Premises. Landlord shall have five (5) calendar days from the date of receipt of the Request for Disbursement to review same and request clarification. If Landlord is in Agreement with the Request for Disbursement, payment shall be made to Tenant within ten (10) days of receipt of the Request for Disbursement. If any items are in dispute, Landlord shall not make payment on those items until the dispute is resolved, but Landlord shall make payment to Tenant of all amounts not in dispute within ten (10) days of receipt of the Request for Disbursement. Landlord shall not unreasonably withhold its approval of any Request for Disbursement or on any specific request for payment made therein. A final disbursement of Twenty-five Thousand Dollars ($25,000.00) shall be held until all punchlist items in Tenant's Premises are complete, and the time for the filing of any mechanics liens claimed or which might be filed on account of any work performed by Tenant, Contractor, subcontractors, suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed the entire amount of the Tenant Improvement Allowance (See Addendum P. 1.C.1[1.C.) to Tenant, except the final disbursement of $25,000.00, any and all costs associated with the design, engineering or construction of Tenant's Premises shall be paid directly by Tenant.