Common use of Landlord’s Allowance Clause in Contracts

Landlord’s Allowance. Notwithstanding anything to the contrary in Section 12 of the Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Renovation Alterations (including, without limitation, Tenant’s Contractor’s fee) an amount not to exceed Thirteen and 50/100 Dollars ($ 13.50) per rentable square foot of all of the Premises except Suite 9203B in Building 9 (which, based on the 97,344 RSF, totals One Million Three Hundred Fourteen Thousand One Hundred Forty Four Dollars ($1,314,144.00) (the ”Landlord’s Allowance”). Landlord’s Allowance may be applied by Tenant to the Renovation Alterations performed in any portion of the Premises in which Tenant is performing Renovation Alterations. At Tenant’s option, a portion of Landlord’s Allowance not to exceed a total amount of Seven Hundred Seventy-Eight Thousand Seven Hundred Fifty-Two Dollars ($778,752.00) may be applied to Tenant’s rental obligations under the Lease, provided that Landlord’s Allowance may not be used for more than one (1) month of rental abatement in any calendar quarter. For avoidance of doubt, Landlord’s Allowance shall be available for disbursement to Tenant in the manner provided in this Paragraph 4.b. without regard to whether the disbursement will occur during any of the Rent Abatement Months (as defined in Paragraphs 2.a.i. above) . Notwithstanding the foregoing, no disbursements of Landlord’s Allowance shall be made (or applied to Tenant’s rental obligations) prior to October 1, 2018, or such earlier date as Tenant waives in writing Tenant’s right to terminate this Amendment pursuant to Paragraph 4.d. below. Further, notwithstanding anything to the contrary herein, any portion of Landlord’s Allowance that has not been applied to the cost of construction of the Renovation Alterations (in accordance with the disbursement provisions of Paragraph 3.b.ii. below) and/or to Tenant’s rental obligations (in the manner permitted above) on or before December 31, 2020 (the “Outside Disbursement Date ”), shall be forfeited by Tenant. For avoidance of doubt, if Tenant desired to apply unused portions of Landlord’s Allowance to rental obligations and such unused amounts were not fully applied to rental by the Outside Disbursement Date due to the limits on the amount that may be applied to rental in any calendar quarter, then such unapplied amount shall be forfeited. Notwithstanding anything to the contrary above, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse or to apply to rental) all or any portion of Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met prior to the Outside Disbursement Date.

Landlord’s Allowance. Notwithstanding anything to the contrary in Section 12 of the Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Renovation Initial Alterations (including, without limitation, Tenant’s Contractor’s feefee and the Alteration Operations Fee) an aggregate amount not to exceed Thirteen and 50/100 One Million Two Hundred Ninety-Two Thousand Seven Hundred Thirty Dollars ($ 13.50$1,292,730.00) (which equals $30.00 per rentable square foot of the Premises (“Landlord’s Allowance”); provided, however, that not more than Two Hundred Fifteen Thousand Four Hundred Fifty-Five Dollars ($215,455.00) of Landlord’s Allowance (which equals $5.00 per rentable square foot of the Premises) may be used towards the costs of space planning, architectural and engineering costs for the design of the Initial Alterations, and for costs of voice, data or other cabling; and provided, further, however, that although Tenant shall have no obligation to utilized Landlord’s Allowance evenly throughout the entire Premises, the portion of Landlord’s Allowance utilized towards the hard construction costs of the Initial Alterations on the 25th floor of the Building shall be equal to at least Twenty Dollars ($20.00) per rentable square foot of all such floor, the portion of Landlord’s Allowance utilized towards the hard construction costs of the Premises except Suite 9203B in Building 9 (which, based Initial Alterations on the 97,344 RSF, totals One Million Three Hundred Fourteen Thousand One Hundred Forty Four 27th floor of the Building shall be equal to at least Twenty Dollars ($1,314,144.0020.00) per rentable square foot of such floor, and the hard construction costs of the Initial Alterations on the 26th floor of the Building shall be equal to at least Ten Dollars (the ”Landlord’s Allowance”)$10.00) per rentable square foot of such floor. No portion of Landlord’s Allowance may be applied by Tenant to the Renovation Alterations performed in any portion cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the Premises in which Tenant is performing Renovation Alterations. At Tenant’s optionmethod of attachment to walls and/or floors), a portion of Landlord’s Allowance not signage, voice, data or other cabling, or Monthly Rent, Additional Rent or other charges payable pursuant to exceed a total amount of Seven Hundred Seventy-Eight Thousand Seven Hundred Fifty-Two Dollars ($778,752.00) may be applied to Tenant’s rental obligations under the Lease, provided that Landlord’s Allowance may not be used for more than one (1) month of rental abatement . Notwithstanding anything to the contrary in any calendar quarter. For avoidance of doubtthis Paragraph 6.b., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for Initial Alterations performed by Tenant in during the manner provided in period from the date of this Paragraph 4.bAmendment through March 31, 2017 and for soft costs incurred by Tenant during the period from November 1, 2014 through March 31, 2017. without regard Accordingly, if Tenant fails to whether the disbursement will occur during request any of the Rent Abatement Months (as defined in Paragraphs 2.a.i. above) . Notwithstanding the foregoing, no disbursements portion of Landlord’s Allowance, and satisfy all conditions and requirements with respect to disbursement thereof, prior to March 31, 2017, such unused portion shall be forfeited by Tenant. If the cost of construction of the Initial Alterations (including the Alteration Operations Fee) exceeds the funds available therefor from Landlord’s Allowance, then Tenant shall pay all such excess (the “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) of the construction of the Initial Alterations, as reasonably agreed by Landlord and Tenant, the prorata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a “Share of Costs”). Tenant and Landlord shall fund the cost of such work as the same is performed, in accordance with their respective Share of Costs for such work. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, which payments shall be made (or applied in installments as construction progresses in the same manner as Tenant’s payments of Tenant’s Share of Costs were paid. Landlord shall disburse the Landlord’s Allowance directly to Tenant, unless Tenant is then in breach of or default under the Lease, in which case Landlord shall disburse Landlord’s rental obligationsAllowance directly to Contractor, and/or to the applicable subcontractors, and/or to Tenant, as Landlord shall reasonably determine, within thirty (30) prior days after Landlord’s receipt of (A) invoices of Contractor furnished to October 1Landlord by Tenant covering work actually performed, 2018construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such earlier date as Tenant waives previous disbursements (all such waivers to be in writing the forms prescribed by California Civil Code Sections 8132 and 8134). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 8138) from Tenant’s right to terminate this Amendment pursuant to Paragraph 4.dContractor and all subcontractors and suppliers involved in the Initial Alterations. below. Further, notwithstanding Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to disburse any portion of Landlord’s Allowance (i) during any period that has not been applied to the cost of construction of the Renovation Alterations (in accordance with the disbursement provisions of Paragraph 3.b.ii. below) and/or to Tenant’s rental obligations (in the manner permitted above) on or before December 31, 2020 (the “Outside Disbursement Date ”), shall be forfeited by Tenant. For avoidance of doubt, if Tenant desired to apply unused portions of Landlord’s Allowance to rental obligations and such unused amounts were not fully applied to rental by the Outside Disbursement Date due to the limits on the amount that may be applied to rental in any calendar quarter, then such unapplied amount shall be forfeited. Notwithstanding anything to the contrary above, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse or to apply to rental) all or any portion of Landlord’s Allowance if Tenant is in breach of or in default under the Lease at (but the foregoing shall not relieve Landlord from its obligation to make such disbursement after such breach or default is timely cured by Tenant), or (ii) prior to January 1, 2015. At the time Tenant requests such disbursement; provided, however, that if Landlord did not make a makes any disbursement because Tenant was then in default under this Leaseof Landlord’s Allowance, Landlord shall make retain from Landlord’s Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord’s reasonable estimation of the amount required to be withheld from each disbursement at in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall, within thirty (30) days of written demand, pay to Landlord the default is curedremainder, provided that all if any, of the Alteration Operations Fee theretofore due and not yet paid to Landlord. Within forty-five (45) days after completion of the Initial Alterations, Tenant shall furnish Landlord with invoices and other conditions for documentation reasonably required by Landlord to evidence the disbursement hereunder have been met prior to total cost of the Outside Disbursement DateInitial Alterations.

Landlord’s Allowance. Notwithstanding anything to the contrary in Section 12 of the Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Renovation Initial Alterations (including, without limitation, Tenant’s Contractor’s fee's fee and, if Tenant does not select Turner-Shorenstein, L.P. ("TSLP") as Contractor, the Alteration Operaxxxxx Xxx xxxxxxxx xxx xn Paragraph 9) an amount not to exceed Thirteen and 50/100 Two Million Six Hundred Sixty-Five Thousand Six Hundred Fourteen Dollars ($ 13.50$2,665,614.00) (which equals $42.00 per rentable square foot of all of the Premises except Suite 9203B in Building 9 Premises) (which"Landlord's Allowance"); provided, based on the 97,344 RSF, totals One Million however that not more than Two Hundred Fifty-Three Thousand Eight Hundred Fourteen Thousand One Hundred Forty Four Sixty-Eight Dollars ($1,314,144.00253,868.00) (the ”Landlord’s Allowance”). Landlord’s Allowance may be applied by Tenant to the Renovation Alterations performed in any portion which equals $4.00 per rentable square foot of the Premises in which Tenant is performing Renovation Alterations. At Tenant’s option, a portion Premises) of Landlord’s 's Allowance not to exceed a total amount of Seven Hundred Seventy-Eight Thousand Seven Hundred Fifty-Two Dollars ($778,752.00) may be applied to Tenant’s rental obligations under 's reasonable space planning, architectural and engineering costs for the design of the Initial Alterations. No portion of Landlord's Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage or, except as provided below, free rent. In the event that after completion of the Initial Alterations and payment of the total cost thereof (including the Alteration Operations Fee due pursuant to Paragraph 9.a. below in connection therewith), the entire amount of Landlord's Allowance has not been utilized, the remaining portion of Landlord's Allowance, but not to exceed Six Hundred Thirty-Four Thousand Six Hundred Seventy Dollars ($634,670.00) (which equals $10.00 per rentable square foot of the Premises), may be applied against the Monthly Rent first due from Tenant pursuant to this Lease, provided . Tenant acknowledges that Landlord’s 's Allowance may is to be applied to the Initial Alterations (and the associated costs described above) covering the entire Premises (i.e. all of Parcel A and Parcel B). If Tenant does not improve the entire Premises, then, without limitation of any other rights or remedies of Landlord hereunder, Landlord's Contribution shall be used for more than one (1) month adjusted on a prorata per rentable square foot basis to reflect the number of rental abatement in any calendar quarterrentable square feet actually being improved. For avoidance purposes of doubtthe preceding sentence, space shall be conclusively deemed "improved" if it has finished ceilings, floors and walls, with Building systems furnished thereto (e.g. lighting, HVAC, sprinklers and other fire and life safety equipment), that reflects a continuity of design concept to the balance of the Premises, and is in a condition which would allow for legal occupancy of the space for general office purposes. Notwithstanding anything to the contrary in this Paragraph 4.b., Landlord’s 's Allowance shall be available for disbursement to Tenant in the manner provided in this Paragraph 4.b. without regard to whether the disbursement will occur during any of the Rent Abatement Months (as defined in Paragraphs 2.a.i. above) . Notwithstanding the foregoing, no disbursements of Landlord’s Allowance shall be made (or applied to Tenant’s rental obligations) prior to October 1, 2018, or such earlier date as Tenant waives in writing Tenant’s right to terminate this Amendment pursuant to Paragraph 4.dthe terms hereof only for the first twelve (12) months after the Commencement Date. below. FurtherAccordingly, notwithstanding anything to the contrary herein, if any portion of Landlord’s 's Allowance that has is not been applied utilized prior to the cost of construction of date that is twelve (12) months from the Renovation Alterations (in accordance with the disbursement provisions of Paragraph 3.b.ii. below) and/or to Tenant’s rental obligations (in the manner permitted above) on or before December 31Commencement Date, 2020 (the “Outside Disbursement Date ”), such unused portion shall be forfeited by Tenant. For avoidance Landlord shall disburse Landlord's Allowance directly to Contractor, or subcontractors, or Tenant's design consultants as provided in clause (i) above, or to Tenant, as Landlord shall determine, in monthly installments. Each disbursement shall be conditioned upon Landlord's receipt of doubtinvoices to be furnished by Tenant covering work actually performed, if Tenant desired to apply unused portions of Landlord’s Allowance to rental obligations construction in place and such unused amounts were not fully applied to rental by the Outside Disbursement Date due materials delivered to the limits on site (as may be applicable). To the extent permitted by law, Landlord may withhold the amount that may be applied to rental of any and all retention percentages provided for in any calendar quarteroriginal contracts or subcontracts until the earlier of (i) the expiration of the applicable lien period or (ii) Landlord's receipt of a waiver of lien rights from the general contractor, then such unapplied amount shall be forfeited. Notwithstanding anything subcontractors or suppliers whose invoices are applicable to the contrary respective disbursement for, and/or on account of, the work or materials covered by such invoice. In the event the cost of the Initial Alterations exceeds Landlord's Allowance set forth above, Tenant shall not be entitled to receive pay all such excess costs (and Landlord shall have no obligation to disburse or to apply to rental) all or any portion the "Excess Cost"), after the full amount of Landlord’s 's Allowance if Tenant has been disbursed hereunder (other than the retentions described above), directly to Contractor or the subcontractors or suppliers involved and shall furnish to Landlord copies of receipted invoices therefor and such waivers of lien rights as Landlord may reasonably require. If the Alteration Operations Fee is in default under the Lease applicable, then, at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a makes any disbursement because Tenant was then in default under this Leaseof Landlord's Allowance, Landlord shall make retain from Landlord's Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to be withheld from each disbursement at in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord's Allowance has been entirely disbursed, Tenant shall, within fifteen (15) days of written demand, pay to Landlord the default is curedremainder, provided that all other conditions if any, of the Alteration Operations Fee not yet paid to Landlord. In addition to Landlord's Allowance, Landlord shall pay for the disbursement hereunder have been met prior to entire cost of the Outside Disbursement DateLandlord's Work described in Paragraph 4.c. below.

Landlord’s Allowance. Notwithstanding anything to the contrary in Section 12 of the Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Renovation Initial Alterations (including, without limitation, Tenant’s Contractor’s feefee and the Alteration Operations Fee) an aggregate amount not to exceed Thirteen and 50/100 One Hundred Forty-Three Thousand Eighth Hundred Dollars ($ 13.50$143,800.00) (which equals $10.00 per rentable square foot of all of the Additional Premises except Suite 9203B in Building 9 (which, based on the 97,344 RSF, totals One Million Three Hundred Fourteen Thousand One Hundred Forty Four Dollars ($1,314,144.00) (the ”“Landlord’s Allowance”); provided, however, that not more than Fifty-Seven Thousand Five Hundred Twenty Dollars ($57,520.00) of Landlord’s Allowance (which equals $4.00 per rentable square foot of the Additional Premises) may be used towards the costs of space planning, architectural and engineering costs for the design of the Initial Alterations, and/or the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage, voice, data or other cabling. Except as set forth in the preceding sentence, no portion of Landlord’s Allowance may be applied by Tenant to the Renovation Alterations performed in any portion cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the Premises in which Tenant is performing Renovation Alterations. At Tenant’s optionmethod of attachment to walls and/or floors), a portion of Landlord’s Allowance not signage, voice, data or other cabling, or Monthly Rent, Additional Rent or other charges payable pursuant to exceed a total amount of Seven Hundred Seventy-Eight Thousand Seven Hundred Fifty-Two Dollars ($778,752.00) may be applied to Tenant’s rental obligations under the Lease, provided that Landlord’s Allowance may not be used for more than one (1) month of rental abatement . Notwithstanding anything to the contrary in any calendar quarter. For avoidance of doubtthis Paragraph 5.b., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for Initial Alterations performed by Tenant in during the manner provided in this Paragraph 4.bnine (9) month period following the Additional Premises Commencement Date. without regard Accordingly, if Tenant fails to whether the disbursement will occur during request any of the Rent Abatement Months (as defined in Paragraphs 2.a.i. above) . Notwithstanding the foregoing, no disbursements portion of Landlord’s Allowance, and satisfy all conditions and requirements with respect to disbursement thereof, prior to the expiration of such nine (9) month period, such unused portion shall be forfeited by Tenant. If the cost of construction of the Initial Alterations (including the Alteration Operations Fee) exceeds the funds available therefor from Landlord’s Allowance, then Tenant shall pay all such excess (the “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) of the construction of the Initial Alterations, the prorata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a “Share of Costs”). Tenant and Landlord shall fund the cost of such work as the same is performed, in accordance with their respective Share of Costs for such work. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, which payments shall be made (or applied in installments as construction progresses in the same manner as Tenant’s payments of Tenant’s Share of Costs were paid. Landlord shall disburse the Landlord’s Allowance directly to Tenant, unless Tenant is then in breach of or default under the Lease, in which case Landlord shall disburse Landlord’s rental obligationsAllowance directly to Contractor, and/or to the applicable subcontractors, and/or to Tenant, as Landlord shall reasonably determine, within thirty (30) prior days after Landlord’s receipt of (A) invoices of Contractor furnished to October 1Landlord by Tenant covering work actually performed, 2018construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such earlier date as Tenant waives previous disbursements (all such waivers to be in writing the forms prescribed by California Civil Code Section 3262). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 3262) from Tenant’s right to terminate this Amendment pursuant to Paragraph 4.dContractor and all subcontractors and suppliers involved in the Initial Alterations. below. Further, notwithstanding Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to disburse any portion of Landlord’s Allowance during any period that has not been applied to the cost of construction of the Renovation Alterations (in accordance with the disbursement provisions of Paragraph 3.b.ii. below) and/or to Tenant’s rental obligations (in the manner permitted above) on or before December 31, 2020 (the “Outside Disbursement Date ”), shall be forfeited by Tenant. For avoidance of doubt, if Tenant desired to apply unused portions of Landlord’s Allowance to rental obligations and such unused amounts were not fully applied to rental by the Outside Disbursement Date due to the limits on the amount that may be applied to rental in any calendar quarter, then such unapplied amount shall be forfeited. Notwithstanding anything to the contrary above, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse or to apply to rental) all or any portion of Landlord’s Allowance if Tenant is in breach of or in default under the Lease at (but the foregoing shall not relieve Landlord from its obligation to make such disbursement after such breach or default is timely cured by Tenant). At the time Tenant requests such disbursement; provided, however, that if Landlord did not make a makes any disbursement because Tenant was then in default under this Leaseof Landlord’s Allowance, Landlord shall make retain from Landlord’s Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord’s reasonable estimation of the amount required to be withheld from each disbursement at in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall, within thirty (30) days of written demand, pay to Landlord the default is curedremainder, provided if any, of the Alteration Operations Fee theretofore due and not yet paid to Landlord. Within forty-five (45) days after completion of the Initial Alterations, Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to evidence the total cost of the Initial Alterations so that all other conditions for the disbursement hereunder have been met prior to final amount of the Outside Disbursement DateAlteration Operations Fee can be determined by Landlord and paid by Tenant within thirty (30) days after Landlord’s written demand.

Landlord’s Allowance. Notwithstanding anything to the contrary in Section 12 of the Lease, Landlord shall contribute toward the cost of the designxxx xesign, construction and installation of the Renovation Initial Alterations (including, without limitation, Tenant’s Contractor’s fee's fee and the Alteration Operations Fee provided for in Paragraph 9 below) an aggregate amount ("Landlord's Allowance") as follows: (I) with respect to the Initial Alterations in the Office Premises, an aggregate amount not to exceed Thirteen and 50/100 One Million Nine Hundred Nineteen Thousand One Hundred Dollars ($ 13.50$1,919,100.00) (which equals $30.00 per rentable square foot of all of the Premises except Suite 9203B in Building 9 (whichOffice Premises); provided however, based on the 97,344 RSF, totals One Million Three Hundred Fourteen Thousand One Hundred Forty Four Dollars ($1,314,144.00) (the ”Landlord’s Allowance”). Landlord’s Allowance may be applied by Tenant to the Renovation Alterations performed in any portion of the Premises in which Tenant is performing Renovation Alterations. At Tenant’s option, that a portion of Landlord’s Allowance 's Allowance, not to exceed a total amount of Seven exceed, in the aggregate, Two Hundred SeventyTwenty-Three Thousand Eight Thousand Seven Hundred FiftyNinety-Two Five Dollars ($778,752.00223,895.00) (which equals $3.50 per rentable square foot of the Office Premises), may be applied to Tenant’s rental obligations under 's space planning, architectural, engineering and other consultants' costs for the design of the Initial Alterations in the Office Premises; and provided, further, however, that a portion of Landlord's Allowance, not to exceed, in the aggregate, Six Hundred Thirty-Nine Thousand Seven Hundred Dollars ($639,700.00) (which equals $10.00 per rentable square foot of the Office Premises), may be applied to Tenant's costs of personal property, equipment, trade fixtures, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), voice, data or other cabling, and signage, all to the extent located within the Office Premises, and expenses of moving into the Office Premises; and (ii) with respect to the Initial Alterations in the Retail Premises, an aggregate amount not to exceed Sixty-One Thousand Eight Hundred Eighty Dollars ($61,880.00) (which equals $20.00 per rentable square foot of the Retail Premises); provided, however, that a portion of Landlord's Allowance, not to exceed, in the aggregate, Six Thousand One Hundred Eighty-Eight Dollars ($6,188.00) (which equals $2.00 per rentable square foot of the Retail Premises), may be applied to Tenant's space planning, architectural, engineering and other consultants' costs for the design of the Initial Alterations in the Retail Premises; and provided, further, however, no portion of Landlord's Allowance with respect to the Retail Premises may be applied to Tenant's costs of personal property, equipment, trade fixtures, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors) signage, or moving expenses with respect to the Retail Premises or the Monthly Rent, Additional Rent or other charges payable pursuant to this Lease, provided that Landlord’s Allowance may not be used for more than one (1) month of rental abatement . Notwithstanding anything to the contrary in any calendar quarter. For avoidance of doubtthis Paragraph 4.b., Landlord’s 's Allowance shall be available for disbursement to Tenant in pursuant xx xxx terms hereof only for the manner provided in this Paragraph 4.bfirst eighteen (18) months after the Office Premises Rent Commencement Date. without regard to whether the disbursement will occur during any of the Rent Abatement Months (as defined in Paragraphs 2.a.i. above) . Notwithstanding the foregoingAccordingly, no disbursements of Landlord’s Allowance shall be made (or applied to Tenant’s rental obligations) prior to October 1, 2018, or such earlier date as Tenant waives in writing Tenant’s right to terminate this Amendment pursuant to Paragraph 4.d. below. Further, notwithstanding anything to the contrary herein, if any portion of Landlord’s 's Allowance is not utilized prior to the date that has not been applied to is eighteen (18) months from the Office Premises Rent Commencement Date, such unused portion shall be forfeited by Tenant. If the cost of construction of the Renovation Initial Alterations (including the Alteration Operations Fee) exceeds the funds available therefor from Landlord's Allowance, then Tenant shall pay all such excess (the "Excess Cost"). Based on the estimated cost (the "Estimated Costs") of the construction of the Initial Alterations, the prorata share of the Estimated Costs payable by Landlord and Tenant shall be reasonably determined and an appropriate percentage share established for each (a "Share of Costs"). Tenant and Landlord shall fund the cost of such work as the same is performed, in accordance with their respective Share of Costs for such work. At such time as Landlord's Allowance has been entirely disbursed, Tenant shall pay the disbursement provisions remaining Excess Cost, if any, which payments shall be made in installments as construction progresses in the same manner as Tenant's payments of Paragraph 3.b.iiTenant's Share of Costs were paid. below) Landlord shall disxxxxx the Landlord's Allowance directly to Contractor, and/or to the applicable subcontractors, and/or to Tenant’s rental obligations , as Tenant shall request, within thirty (30) days after Landlord's receipt of (A) invoices of Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons and entities performing the work or supplying the materials covered by Landlord's previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Section 3262). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of the applicable lien periods or Landlord's receipt of unconditional lien waivers and full releases upon final payment (in the manner permitted aboveform prescribed by California Civil Code Section 3262) on or before December 31, 2020 (from Tenant's Contractor and all subcontractors and suppliers involved in the “Outside Disbursement Date ”), shall be forfeited by Tenant. For avoidance of doubt, if Tenant desired to apply unused portions of Landlord’s Allowance to rental obligations and such unused amounts were not fully applied to rental by the Outside Disbursement Date due to the limits on the amount that may be applied to rental in any calendar quarter, then such unapplied amount shall be forfeitedInitial Alterations. Notwithstanding anything to the contrary abovecontained herein, Tenant in no event shall not Landlord be entitled to receive (and Landlord shall have no obligation obligated to disburse or to apply to rental) all or any portion of Landlord’s 's Allowance if (i) during any period that Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then breach of or in default under this Lease, provided that Landlord shall give Tenant notice that Landlord is withholding such disbursement by reason of such breach or default (but the foregoing shall not relieve Landlord from its obligation to make such disbursement promptly after such breach or default shall be cured within any applicable cure period under this Lease), or (ii) for any Initial Alterations (or other permitted associated costs) in space Tenant intends to sublease prior to Tenant's initial occupancy of such space for the conduct of Tenant's business. At the time Landlord makes any disbursement at of Landlord's Allowance, Landlord shall retain from Landlord's Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord's Allowance has been entirely disbursed, Tenant shall, within thirty (30) days of written demand, pay to Landlord the default remainder, if any, of the Alteration Operations Fee theretofore due and not yet paid to Landlord. Upon completion of the Initial Alterations, Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to evidence the total cost of the Initial Alterations, so that the final amount of the Alteration Operations Fee may be calculated, and Tenant shall, within thirty (30) days of written demand, pay to Landlord the remainder, if any, of the Initial Alteration Operations Fee not yet paid to Landlord. If Landlord fails to timely disburse any portion of Landlord's Allowance as required under this Paragraph 4, and such failure continues for ten (10) days after Landlord's receipt of Tenant's written notice thereof describing in reasonable detail the amounts Tenant claims were not so disbursed and the party entitled to such disbursement, then interest shall accrue on the overdue amount at the Interest Rate (as defined in Paragraph 5.c. below), from the expiration of such ten (1O) day period until the date such disbursement is curedmade by Landlord, provided that all other conditions for and such interest shall be payable to Tenant within thirty (30) days after Tenant's demand. Notwithstanding the disbursement hereunder have been met prior provisions of Paraxxxxx 9a below, the Alteration Operations Fee payable to Landlord with respect to the Outside Disbursement DateInitial Alterations shall be Sixty Seven Thousand Sixty-Four Dollars ($67,064.00) (which equals $1.00 per rentable square foot of the Premises).