Common use of Disbursement of Tenant Improvement Allowance Clause in Contracts

Disbursement of Tenant Improvement Allowance. During the -------------------------------------------- construction of the Tenant Improvements, Landlord shall make disbursements of the Tenant Improvement Allowance once per month (or on a more frequent basis as Landlord may determine) to pay for the Tenant Improvement Allowance Items following Landlord's receipt of: (i) a request for payment of the Contractor, Architect and/or Engineers, as applicable (as such terms are defined below), approved by Tenant, showing the schedule, by trade, of percentage of completion of the design and/or construction of the Tenant Improvements in the Premises; (ii) invoices for labor rendered and materials delivered to the Premises; and (iii) executed mechanic's lien releases from all of Tenant's Agents (as that term is defined in Section 4.1.2 below) which shall comply with the appropriate ------------- provisions of California Civil Code Section 3262(d). Landlord may make such disbursements of the Tenant Improvement Allowance jointly to Tenant and the Contractor or jointly to the Tenant and the Architect, Engineers or other vendors to whom direct payment is to be made, and may provide for up to a ten percent (10%) retention (so long as such retention is not duplicative of any retention already provided in Tenant's payment request or specified in the applicable contractor's contract) for each such disbursement (but such retention shall not apply to payment of the fees of the Architect and/or Engineers unless expressly provided in the contracts with such entities). 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. Landlord shall disburse all retentions following the completion of construction of the Premises and Landlord's receipt of properly executed 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).

Disbursement of Tenant Improvement Allowance. During the -------------------------------------------- construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance once per Allowance, and shall authorize the release of monies for the benefit of Tenant as follows: (a) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Improvements (or on a more frequent basis such other date as Landlord may determine) designate), Tenant shall deliver to pay for the Tenant Improvement Allowance Items following Landlord's receipt of: (i) a request for payment of the Contractor, Architect and/or Engineers, as applicable (as such terms are defined below)contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the design and/or construction of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; and (iii) executed mechanic's ’s lien releases from all of Tenant's Agents (as that term is defined in Section 4.1.2 below) third parties to receive payment pursuant to the request for payment which shall comply with the appropriate ------------- provisions provisions, as reasonably determined by Landlord, of applicable California Civil Code Section 3262(d)law; and (iv) all other information reasonably requested by Landlord. Landlord may make such disbursements Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant Improvement Allowance made jointly payable to Tenant and Tenant’s contractor in payment of the Contractor or jointly to lesser of: (A) the Tenant and the Architectamounts so requested by Tenant, Engineers or other vendors to whom direct payment is to be made, and may provide for up to less a ten percent (10%) retention (so long the aggregate amount of such retentions to be known as such retention is not duplicative the “Final Retention”), and (B) the balance of any retention already provided in Tenant's payment request or specified in the applicable contractor's contract) for each such disbursement (but such retention shall not apply to payment remaining available portion of the fees Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Architect and/or Engineers unless expressly provided in the contracts with such entities)Plans and Specifications or due to any substandard work, or for any other reason. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall disburse all retentions be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount. (b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the completion Substantial Completion of construction of the Premises and Landlord's receipt of Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with both applicable California Civil Code Section 3262(d)(2law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and either Section 3262(d)(3) air conditioning, life-safety or Section 3262(d)(4)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.

Disbursement of Tenant Improvement Allowance. During 6.5.1 Each month, during the -------------------------------------------- construction of Original Premises Tenant Improvements and the Fifth Floor Tenant Improvements (collectively referred to herein as the “Tenant Improvements”), Tenant shall furnish Landlord a completed requisition (“Requisition”) for an advance for the Tenant ImprovementsImprovements performed in the prior months, Landlord shall make disbursements of from either the Original Premises Tenant Improvement Allowance once per month or the Fifth Floor Tenant Improvement Allowance, as applicable (in forms issued by the American Institute of Architects such as G702 and G703 or on a more frequent basis as Landlord may determinecomparable industry standard forms), certified and sworn to by Tenant’s Architect or Tenant’s Engineer (a) to pay for the effect that the value of the labor and materials in place equals the total portion of the either the Original Premises Tenant Improvement Allowance Items following Landlord's receipt ofor the Fifth Floor Tenant Improvement Allowance, as applicable, funded to date plus the amount of the advance then being requested, and (b) that the work completed to date has been performed in a good and workmanlike manner, to the satisfaction of Tenant’s Architect and Tenant’s Engineer, in substantial accordance with the Construction Documents and all Applicable Laws. The Requisition and certification shall be accompanied by the following: (i) a request Contractor’s invoice(s) on AIA Documents G702 and G703 or comparable industry standard forms for work performed and covered by the Requisition for the payment of the Contractor, Architect and/or Engineers, as applicable (as such terms are defined below), approved by Tenant, showing the schedule, by trade, of percentage of completion of the design and/or construction of the Tenant Improvements in the Premisesbeing requested; (ii) invoices Contractor’s certification that such invoice(s) reflects the work that has been performed and covered by the Requisition for labor rendered the payment being requested; (iii) Contractor’s sworn statement showing all subcontractors with whom the Contractor has entered into subcontracts, the amount of each subcontract, the amount requested for any subcontractor in the application for payment and materials delivered the amount to be paid to the Premisessubcontractor from such progress payment, together with similar sworn statements from all first-tier subcontractors for whom payment is requested in such application for payment; (iv) lien waivers from the Contractor and all subcontractors, sub-subcontractors, and suppliers for whom payment is requested in the application for payment, such lien waiver being subject to payment only; (v) all invoices received from vendors for whom payment is requested in such application for payment; and (iiivi) executed mechanic's such other industry standard information or documentation as the Landlord may reasonably require. With each Requisition, the Contractor also shall provide copies of all subcontractors’ monthly applications for payment to substantiate the Contractor’s application for payment. Notwithstanding anything herein to the contrary, in no event shall lien releases from all waivers be required for contractors or suppliers except to the extent the value of the applicable contractor’s or supplier’s work or materials provided exceeds $10,000.00 in the aggregate unless so required by Landlord’s lender. 6.5.2 Landlord shall pay the amount of the Requisition (up to the amount of either the Original Premises Tenant Improvement Allowance or the Fifth Floor Tenant Improvement Allowance, as applicable) within thirty (30) days following receipt of said Requisition; provided however, that Landlord shall have the option to inspect and approve the applicable Tenant Improvements and verify the invoices and waivers and other evidence submitted by Tenant's Agents ; and further provided, however, such review, approval and verification shall not, except as permitted in (x), (y) and (z) below, extend the thirty (30) day period within which Landlord shall make payment to Tenant for the amount set forth in the Requisition. If Landlord reasonably disputes only a portion of the amount requested in a Requisition, Landlord shall, promptly pay Tenant the undisputed portion. Once the dispute is resolved, in the event it is determined Landlord must pay Tenant for the disputed portion previously withheld, such payment shall be made within ten (10) days of resolution of the dispute, including interest at the Default Rate. Notwithstanding the foregoing, in no event shall: (x) the total amount of disbursements made by Landlord pursuant to this Section 6.5 exceed the amount of either the Original Premises Tenant Improvement Allowance or the Fifth Floor Tenant Improvement Allowance, as applicable, (y) Landlord be required to reimburse Tenant for costs associated with the Tenant Improvements to the extent that term is defined in Section 4.1.2 below) which shall Tenant fails to comply with the appropriate ------------- provisions terms of California Civil Code Section 3262(d). this Work Letter after written notice thereof and Tenant’s failure to cure such default within thirty (30) days after written notice from Landlord, or (z) Landlord may be required to make such disbursements any disbursement of either the Original Premises Tenant Improvement Allowance jointly or the Fifth Floor Tenant Improvement Allowance, as applicable, to Tenant at any time that Tenant is in an uncured material default of the Lease past any applicable notice and the Contractor or jointly to the Tenant and the Architectcure periods; provided, Engineers or other vendors to whom direct payment is to be madehowever, and may provide for up to a ten percent (10%) retention (so long as such retention is not duplicative of any retention already provided in Tenant's payment request or specified in the applicable contractor's contract) for each event Tenant subsequently cures any of such disbursement (but such retention shall not apply default referenced above prior to payment Landlord exercising any right of termination of the fees Lease, Landlord shall be required to make such reimbursement or disbursement of the Architect and/or Engineers unless expressly provided in Original Premises Tenant Improvement Allowance or the contracts with such entities). Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied Fifth Floor Tenant Improvement Allowance, as set forth in Tenant's payment request. Landlord shall disburse all retentions following the completion of construction of the Premises and Landlord's receipt of properly executed 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)applicable.

Disbursement of Tenant Improvement Allowance. During the -------------------------------------------- design and construction of the Tenant ImprovementsWork, Landlord shall make monthly disbursements of the Tenant Improvement Allowance once per month (or on a more frequent basis as Landlord may determine) to pay reimburse Tenant for the Tenant Improvement Allowance Items following and shall authorize the release of funds as follows, and otherwise in accordance with Landlord's receipt of’s standard disbursement process. (A) On or before the fifth (5th) day of each calendar month (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i1) a request for payment of the Contractor, Architect and/or Engineers, as applicable from Contractor (as such terms are defined below) approved by Tenant and the Architect (hereafter defined), in a commercially reasonable form to be provided or approved in advance by TenantLandlord, including a schedule of values and showing the schedulepercentage of completion, by trade, of percentage of completion the Tenant Work, which details the portion of the design and/or construction of work completed and the Tenant Improvements in the Premisesportion not completed; (ii2) invoices from all of Tenant’s Agents (defined below) for labor rendered and materials delivered to the Premises; and (iii3) executed conditional mechanic's ’s lien releases from all of Tenant's ’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; (4) a copy of the check(s) which Tenant issued to pay the requested sums to Tenant’s Agents; and (5) all other information reasonably requested by Landlord (collectively, the “Payment Request Supporting Documentation”). (B) Within forty (40) days after Tenant’s delivery to Landlord of all Payment Request Supporting Documentation, Landlord shall deliver to Tenant payment in an amount equal to the lesser of: (x) the amount so requested by Tenant, as that term is set forth above, less (1) the applicable Over-Tenant Improvement Allowance Amount (defined in Section 4.1.2 below3.2(a) which shall comply with the appropriate ------------- provisions of California Civil Code Section 3262(d). Landlord may make such disbursements of the Tenant Improvement Allowance jointly to Tenant below and the Contractor or jointly to the Tenant and the Architect, Engineers or other vendors to whom direct payment is to be made, and may provide for up to (2) a ten percent (10%) retention (so long the aggregate amount of such retentions to be known as such retention is not duplicative the “Final Retention”), and (y) the balance of any retention already provided in Tenant's payment request or specified in the applicable contractor's contract) for each such disbursement (but such retention shall not apply to payment remaining available portion of the fees Tenant Improvement Allowance (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 Architect and/or Engineers unless expressly provided 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 the contracts with good faith, endeavor to diligently resolve any such entities)dispute. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. Landlord shall disburse all retentions . (C) Subject to the provisions of this Work Agreement, following the final completion of construction of the Premises and Landlord's receipt Tenant Work, Landlord shall deliver to Tenant a check made payable to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (1) Tenant delivers to Landlord properly executed mechanics unconditional mechanics’ lien releases from all of Tenant’s Agents in compliance with both California Civil Code Section 3262(d)(2all applicable laws, as reasonably determined by Landlord; (2) Landlord has determined in good faith 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; (3) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Work has been finally completed; (4) Tenant supplies Landlord with evidence that all governmental approvals required for an occupant to legally occupy the Premises has been obtained; and (5) Tenant has fulfilled its Completion Obligations (defined below) and either Section 3262(d)(3) or Section 3262(d)(4)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 vendors.

Disbursement of Tenant Improvement Allowance. During the -------------------------------------------- design and construction of the Tenant Improvements, Landlord shall make periodic disbursements (no more often than once per month) of the Tenant Improvement Allowance once per month (or on a more frequent basis as Landlord may determine) to pay reimburse Tenant for the Tenant Improvement Allowance Items following and shall authorize the release of funds as follows. (i) To request a periodic disbursement, Tenant shall deliver to Landlord's receipt of: (iA) a request for payment of the Contractor, Architect and/or Engineers, as applicable from Contractor (as such terms are defined below), ) approved by Tenant, in a reasonable form to be provided or approved in advance by Landlord, including a schedule of values and showing the schedulepercentage of completion, by trade, of percentage of completion the Tenant Improvements, which details the portion of the design and/or construction of work completed and the Tenant Improvements in the Premisesportion not completed; (iiB) invoices from all of Tenant’s Agents (defined below) for labor rendered and materials delivered to the Premises; and (iiiC) executed conditional mechanic's ’s lien releases from all of Tenant's ’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; (D) if not already supplied to Landlord, a copy of the construction permits referenced in Section 3.2(a) below; and (E) all other information reasonably requested by Landlord (collectively, the “Payment Request Supporting Documentation”). (ii) Within forty (40) days after Tenant’s delivery to Landlord of all Payment Request Supporting Documentation, Landlord shall deliver to Tenant payment in an amount equal to the lesser of: (x) the amount so requested by Tenant, as that term is set forth in Section 1.2(b)(i) above, less (i) the applicable Over-Tenant Improvement Allowance Amount (defined in Section 4.1.2 below3.2(a) which shall comply with the appropriate ------------- provisions of California Civil Code Section 3262(d). Landlord may make such disbursements of the Tenant Improvement Allowance jointly to Tenant below and the Contractor or jointly to the Tenant and the Architect, Engineers or other vendors to whom direct payment is to be made, and may provide for up to (ii) a ten percent (10%) retention (so long the aggregate amount of such retentions to be known as such retention is not duplicative the “Final Retention”), and (y) the balance of any retention already provided in Tenant's payment request or specified in the applicable contractor's contract) for each such disbursement (but such retention shall not apply to payment remaining available portion of the fees Tenant Improvement Allowance (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 Architect and/or Engineers unless expressly provided Approved Working Drawings (defined below) or due to any substandard work (reasonably determined by Landlord) 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) 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 the contracts with good faith, endeavor to diligently resolve any such entities)dispute. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. Landlord shall disburse all retentions . (iii) Subject to the provisions of this Work Agreement, following the final completion of construction of the Premises and Landlord's receipt Tenant Improvements, Landlord shall deliver to Tenant a check made payable to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (A) Tenant delivers to Landlord properly executed mechanics unconditional mechanics’ lien releases from all of Tenant’s Agents in compliance with both California Civil Code Section 3262(d)(2all 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 air conditioning, life-safety or other systems of the Building, 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 either Section 3262(d)(3) or Section 3262(d)(4)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 vendors.

Disbursement of Tenant Improvement Allowance. During the -------------------------------------------- construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance once per month (or on a more frequent basis as Landlord may determine) subject to pay Sections 2.2.2 and 2.2.3.2), for the Tenant Improvement Allowance Items following for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows. 2.2.3.1 On the last day of each calendar month, or as mutually determined by Landlord and Tenant in writing, during the period from the Effective Date through the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant may deliver to Landlord's receipt of: (i) a request for payment of the Contractor, Architect and/or Engineers, as applicable (as such terms are defined below), approved by Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the design and/or construction of the Tenant Improvements in the applicable portion of the 2-4-7 Floor Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of Tenant’s Agents (defined in Section 4.1.2 of this Work Letter) for labor rendered and materials delivered to the applicable portion of the 2-4-7 Floor Premises; and (iii) executed conditional mechanic's ’s lien releases from all of Tenant's ’s Agents (as that term is defined in Section 4.1.2 below) which shall substantially comply with the appropriate ------------- provisions provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d), or conditional releases if appropriate; and (iv) all other information reasonably requested in good faith by Landlord. Within 30 days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant (unless otherwise requested by Tenant — for example, Tenant may make request that the check be made payable to Tenant’s general contractor, in which event Landlord is hereby authorized to send such disbursements check directly to Tenant’s general contractor on Tenant’s behalf), in payment of the Tenant Improvement Allowance jointly to Tenant and lesser of: (A) the Contractor or jointly to the Tenant and the Architectamounts so requested by Tenant, Engineers or other vendors to whom direct payment is to be madeas set forth in this Section 2.2.3.1, and may provide for up to above, less a ten percent (10%) retention (so long the aggregate amount of such retentions to be known as such retention is not duplicative the “Final Retention”) of the amounts payable to the Contractor, and (B) the balance of any retention already provided in Tenant's payment request or specified in the applicable contractor's contract) for each such disbursement (but such retention shall not apply to payment remaining available portion of the fees Tenant Improvement Allowance (not including the Landlord Disbursement, the Final Retention or any Rent Credit Allowance Amount), provided that Landlord does not in good faith dispute any request for payment based on non-compliance of any work with the Architect and/or Engineers unless expressly provided in the contracts with such entities)Approved Working Drawings or due to any substandard work, or for any other reason. Landlord's ’s payment of such amounts shall not be deemed Landlord's ’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant's ’s payment request. 2.2.3.2 Tenant shall pay a construction administration and supervision fee (the “Landlord Supervision Fee”) to Landlord in an amount equal to the product of (i) one and one-half percent (1.5%) and (ii) an amount equal to the final hard and soft costs of the Tenant Improvements. Landlord shall may disburse all retentions following the Landlord Supervision Fee directly to itself on a periodic estimated basis out of the Tenant Improvement Allowance as the Tenant Improvement work progresses, with a final reconciliation upon completion of construction the Tenant Improvement work as to each applicable portion of the Premises and Landlord's receipt of properly executed 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).2-4-7