Common use of Payment of Allowance Clause in Contracts

Payment of Allowance. Payment of the Allowance shall be by progress payments not more frequently than once per month after commencement of construction by Tenant and within thirty (30) days after satisfaction of the following conditions precedent: (a) receipt by Landlord of invoices or other reasonable evidence that it has paid or incurred Qualified Costs; and (b) Tenant shall not be in default under the Lease beyond any applicable cure period; Landlord and Tenant acknowledge that the draw procedures and timing of draws on the Allowance need to be coordinated with the procedures and timing for draws under the Landlord’s construction loan and Tenant’s contract with Tenant’s GC and the parties shall work together to develop appropriate procedures; provided, however, that Allowance progress payments shall be paid to Tenant within a period of time not to exceed thirty (30) days after the satisfaction of the conditions set forth in (a) through (b) above. Ten percent (10%) of the Allowance shall be retained by Landlord and will be released to Tenant only when the following additional conditions have been satisfied: (c) Tenant has performed all Tenant Work in accordance with the approved plans and specifications and in accordance with all other applicable provisions of the Lease, exclusive of the completion of all punchlist items as evidenced by a certificate from Tenant’s architect; (d) Tenant has obtained a certificate of occupancy with respect to the Premises; (e) Tenant has furnished Landlord original, valid, unconditional and final mechanic’s lien releases from the Tenant’s GC for or in connection with Tenant’s Work at the Premises; (f) receipt by Landlord from Tenant of two (2) copies of approved sprinkler shop drawings, and (if substantial changes were made during the course of construction and if Landlord so requests) an as-built drawing of the work; (g) Tenant shall not be in default under the Lease beyond any applicable cure period; (h) receipt by Landlord from Tenant of all certificates of insurance required under the Lease; All documents required pursuant hereto shall be delivered to the Landlord at Landlord’s address for notices as set forth in the Lease.

Payment of Allowance. Payment The Allowance shall be paid in one lump sum payment following completion of Tenant's Work and satisfaction of each of the following terms and conditions. Following completion of Tenant's Work, Tenant shall submit each of the following: (i) invoices for the Tenant's Work, with sufficient back-up billxxxx xxxm subcontractors, suppliers and providers of services to give Landlord a complete financial accounting regarding each invoice to be reimbursed by Landlord, (ii) a certificate signed by Tenant's Architect and an authorized representative of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance with Tenant's Plans and confirming that all of Tenant's Work is complete, (iii) lien waivers by Tenant's contractors, subcontractors and materialmen for all such work, (iv) a general release from the contractor, subcontractors and materialmen regarding Tenant's Work along with final governmental approvals of Tenant's Work and (v) a certificate signed by Tenant and Tenant's Architect certifying that no portion of the Allowance was applied to the costs of Tenant's property or equipment. Landlord shall be by progress payments not more frequently than once per month after commencement of construction by Tenant and within thirty (30) days after satisfaction of the following conditions precedent: (a) receipt by Landlord of invoices or other reasonable evidence that it has paid or incurred Qualified Costs; and (b) Tenant shall not be in default under the Lease beyond any applicable cure period; Landlord and Tenant acknowledge that the draw procedures and timing of draws on the Allowance need to be coordinated with the procedures and timing for draws under the Landlord’s construction loan and Tenant’s contract with Tenant’s GC and the parties shall work together to develop appropriate procedures; provided, however, that Allowance progress payments shall be paid pay to Tenant within a period of time the amounts specified in such invoices, not to exceed thirty (30) the Allowance, within 30 days after the satisfaction receipt of all of the conditions set forth in (a) through (b) information and documentation specified above. Ten percent (10%) of Landlord shall have the Allowance shall be retained by Landlord and will be released right to Tenant only when inspect the following additional conditions have been satisfied: (c) Tenant has performed all Tenant Work in accordance with the approved plans and specifications and in accordance with all other applicable provisions of the Lease, exclusive of Premises to confirm the completion of the BUILDING CONSTRUCTION RULES The following are general rules and regulations governing all punchlist items as evidenced by a certificate from work in the Building, including Tenant’s architect; 's Work and any Alterations (dcollectively, "TENANT'S WORK"). The manager for the Building ("BUILDING MANAGER") Tenant has obtained a certificate of occupancy with respect to the Premises; will be Landlord's representative in coordinating and supervising Tenant's work. Nothing contained in these Construction Rules shall (ei) Tenant has furnished create any contractual obligations for Landlord original, valid, unconditional and final mechanic’s lien releases from the Tenant’s GC for or Building Manager in connection with Tenant’s Work 's work or (ii) in any way affect, modify or supersede any of the terms set forth in this Lease. The Construction Rules may be modified and supplemented from time to time as Landlord may reasonably require for the proper monitoring and control of construction at the Building. 1. Neither Building Manager nor Landlord will be responsible for any material, equipment, tools or other property belonging to Tenant's general contractor for Tenant's work, or any subcontractors, employees, agents or others associated in any way with Tenant's work. 2. The Building is equipped with a freight elevator serving all floors. The contractor and all construction personnel must use only the freight elevator for transportation of workers, materials and equipment. No contractor or any construction personnel, nor any materials or equipment, are permitted in, nor shall any of the foregoing be transported in, the passenger elevators. If the contractor or any construction personnel are found in the passenger elevators, the contractor or subcontractor may be removed from the job and the elevators will be immediately inspected for damage. All damage resulting from such use shall be corrected by Building Manager at Tenant's expense. 3. The contractor shall furnish Building Manager with a list of subcontractors prior to commencement of Tenant's work. This list will include phone numbers and contacts for the contractor and each subcontractor, including home and emergency telephone numbers. Any persons not on the approved contractor list will be denied access to the Premises; (f) receipt . NO EXCEPTIONS. Access badges, authorizing access to the Premises, will be issued by Landlord from Tenant Building Manager to all personnel designated by the contractor on such list. The contractor and all construction personnel working over the weekend and after the normal hours shall provide Building Manager with a list of two (2) copies workers 24 hours prior to the worker being on site or they will be denied access. The list should also include an estimated time the contractor and all construction personnel will be working, the location of approved sprinkler shop drawingsthe work to be done, the number of employees and (if substantial changes were made the working supervisor who will be present in the Building during the course of construction and if Landlord so requests) an as-built drawing performance of the work;. Any deviation will require Building Manager's approval. (g) Tenant 4. Unless Building Manager requires otherwise, all contractors and other construction personnel shall not enter and exit through the loading dock or main lobby at all times. Additionally, all contractors and subcontractors shall sign in and sign out at the security desk. Building security personnel have the right to inspect all tool boxes of any and all construction personnel upon departure from the Building. Loading dock and freight elevator procedures and hours will be in default under the Lease beyond any applicable cure period;provided by Building Manager. (h) receipt by Landlord from Tenant of 5. When working on a tenant-occupied floor, all certificates of insurance required under the Lease; All documents required pursuant hereto shall deliveries are to be accepted, moved and delivered to the Landlord contracted suite by 7:30 a.m. All equipment and material deliveries shall be made at Landlord’s address for notices as set forth in the Lease.loading dock or service entry between the hours of 6:00 p.m. and 6:00 a.

Payment of Allowance. Payment (a) The Allowance shall be payable to Tenant by Landlord only upon the submission by Tenant to Landlord on or before the date that is twelve (12) months after the Commencement Date (the “Outside Date”) of (i) copies of third party invoices paid by Tenant in connection with the Refurbishment, (ii) copies of canceled checks or other proof of payment reasonably acceptable to Landlord to evidence the payment by Tenant of said third party invoices, (iii) terminations of any notices of commencement (in recordable form) filed against the Building or the Premises in connection with the completion of the Refurbishment, and (iv) final lien waivers on a form reasonably acceptable to Landlord from all contractors providing $5,000.00 or more in work in connection with the Refurbishment. (b) The Allowance may be applied to all costs incurred by Tenant in connection with the Refurbishment, including but not limited to costs for preparation of the Plans and Specifications, architectural and engineering fees, and hard and soft costs of any Major Refurbishment Items and Initial Cosmetic Alterations. Landlord shall be entitled to deduct a construction management fee in the amount of three percent (3%) of the total cost of the Major Refurbishment Items from the Allowance. Notwithstanding the foregoing, upon receipt of an invoice for such costs, Landlord shall reimburse Tenant up to a maximum of $884.70 ($0.15 per rentable square foot of the Premises) for the cost of the test fit prepared by Tenant’s architect and such amount shall not be deducted from the Allowance. (c) Tenant may elect by written notice provided to Landlord on or before the Outside Date to apply up to a maximum of $29,490.00 ($5.00 per rentable square foot of the Premises) of the unused portion of the Allowance as a credit against the Annual Rent due and payable under the Lease. Tenant hereby expressly acknowledges and agrees that if the entire amount of the Allowance has not been applied to the cost of the Refurbishment and/or elected to be applied as a credit against Annual Rent before the Outside Date, then the unused portion of the Allowance shall be by progress payments not more frequently than once per month after commencement of construction forfeited by Tenant and within thirty (30) days after satisfaction as of the following conditions precedent: Outside Date. THIS MEMORANDUM, made as of _______, 20__, by and between DGE Alhambra, LP (a“Landlord”) receipt by Landlord of invoices or other reasonable evidence that it has paid or incurred Qualified Costs; and and ______________ (b) Tenant shall not be in default under the Lease beyond any applicable cure period; Landlord and Tenant acknowledge that the draw procedures and timing of draws on the Allowance need to be coordinated with the procedures and timing for draws under the Landlord’s construction loan and “Tenant’s contract with Tenant’s GC and the parties shall work together to develop appropriate procedures; provided, however, that Allowance progress payments shall be paid to Tenant within a period of time not to exceed thirty (30) days after the satisfaction of the conditions set forth in (a) through (b) above. Ten percent (10%) of the Allowance shall be retained by Landlord and will be released to Tenant only when the following additional conditions have been satisfied: (c) Tenant has performed all Tenant Work in accordance with the approved plans and specifications and in accordance with all other applicable provisions of the Lease, exclusive of the completion of all punchlist items as evidenced by a certificate from Tenant’s architect; (d) Tenant has obtained a certificate of occupancy with respect to the Premises; (e) Tenant has furnished Landlord original, valid, unconditional and final mechanic’s lien releases from the Tenant’s GC for or in connection with Tenant’s Work at the Premises; (f) receipt by Landlord from Tenant of two (2) copies of approved sprinkler shop drawings, and (if substantial changes were made during the course of construction and if Landlord so requests) an as-built drawing of the work; (g) Tenant shall not be in default under the Lease beyond any applicable cure period; (h) receipt by Landlord from Tenant of all certificates of insurance required under the Lease; All documents required pursuant hereto shall be delivered to the Landlord at Landlord’s address for notices as set forth in the Lease”).

Payment of Allowance. Payment of the Allowance shall be by progress payments not No more frequently than once per calendar month after commencement and no more than four times over the course of Lxxxxx’s construction of Lessee’s Work, Lessee shall provide Lessor with an invoice setting forth the Work Cost payable for the applicable time frame. Such invoice shall, to the extent applicable, be accompanied by Tenant and within thirty (30i) days after satisfaction of a certificate from the following conditions precedent: (a) receipt by Landlord of invoices or other reasonable evidence that it has paid or incurred Qualified Costs; and (b) Tenant shall not be in default under the Lease beyond any applicable cure period; Landlord and Tenant acknowledge Architect certifying that the draw procedures Lessee’s Work constructed to date have been constructed in accordance with Final Plans, (ii) copies of all invoices from Contractor and timing of draws subcontractors included in the Work Cost on the Allowance need to be coordinated invoice, and (iii) copies of lien waivers in a form complying with applicable statutes, from the procedures Contractor and timing for draws all subcontractors, materialmen and other suppliers of work, services or materials with lien rights under the Landlord’s construction loan and Tenant’s contract with Tenant’s GC and the parties shall work together to develop appropriate procedures; provided, however, that Allowance progress payments Arizona law (such waivers shall be paid conditional with respect to Tenant within a period of time not to exceed thirty (30) days after the satisfaction of the conditions Work Cost set forth in the invoice that they are accompanying and unconditional with respect to the Work Cost on prior invoices). Lessor shall pay Lessee within twenty (a20) through (b) above. Ten percent (10%) days of receipt of all of the Allowance foregoing, the Work Cost set forth on the invoice. Upon final completion of all work to be undertaken by Lxxxxx (including all punch list items), Lessee shall be retained by Landlord and will be released to Tenant only when provide Lessor with (i) a final certificate from the following additional conditions have Architect certifying that all Lessee’s Work has been satisfied: (c) Tenant has performed all Tenant Work constructed in accordance with the Final Plans, (ii) copies of final, unconditional lien waivers as described above, (iii) a written acknowledgment from Lessee that the Lessee’s Work is approved plans by Lxxxxx, and specifications and in accordance with all other applicable provisions (iv) a copy of the Lease, exclusive of the completion of all punchlist items as evidenced by a certificate from Tenant’s architect; (d) Tenant has obtained a certificate of occupancy with respect for the Premises issued by the appropriate governmental agency. Notwithstanding anything to the Premises; (e) Tenant has furnished Landlord originalcontrary herein, valid, unconditional and final mechanic’s lien releases from in no event shall the Tenant’s GC for or in connection with Tenant’s Work at payments made pursuant to this Paragraph 3.4 exceed the Premises; (f) receipt by Landlord from Tenant amount of two (2) copies of approved sprinkler shop drawingsthe Maximum Allowance Amount, and (if substantial changes were made during the course of construction and if Landlord so requests) an as-built drawing of the work; (g) Tenant Lessee shall not be in default under the Lease beyond entitled to any applicable cure period; credit or offset of Rent (h) receipt by Landlord from Tenant of all certificates of insurance required under the Lease; All documents required pursuant hereto shall be delivered to the Landlord at Landlord’s address for notices as set forth defined in the Lease) if the Work Cost exceeds the Maximum Allowance Amount.

Payment of Allowance. Payment of the The Allowance shall be paid by progress payments not more frequently than once per Lessor in accordance with this Section 3.4. Lessee or Lessee's Contractor shall provide Lessor by the fifteenth (15th) day of each calendar month after commencement of construction with an invoice prepared by Tenant and within thirty Lessee's Contractor (30or Lessee's Architect with respect to design costs) days after satisfaction of setting forth the following conditions precedent: Work Cost payable since the last such invoice. Such invoice shall be accompanied by (ai) receipt by Landlord of invoices a certificate from Lessee's Architect or other reasonable evidence that it has paid or incurred Qualified Costs; and (b) Tenant shall not be in default under the Lease beyond any applicable cure period; Landlord and Tenant acknowledge Lessee's Contractor certifying that the draw procedures and timing of draws on the Allowance need to be coordinated with the procedures and timing for draws under the Landlord’s construction loan and Tenant’s contract with Tenant’s GC and the parties shall work together to develop appropriate procedures; provided, however, that Allowance progress payments shall be paid to Tenant within a period of time not to exceed thirty (30) days after the satisfaction of the conditions Work Cost set forth in such invoice is accurate and that all Work Costs set forth in prior invoices have been paid, (aii) through copies of all invoices from subcontractors setting forth the Work Cost on Lessee's Contractor's invoice, (biii) above. Ten percent (10%) receipts from such subcontractors acknowledging payment of the Allowance Work Cost set forth in prior invoices, and (iv) copies of lien waivers, or conditional lien waivers, in both Lessor's and Lessee's favor, from Lessee's Contractor and subcontractors (such waivers shall be retained by Landlord and will be released to Tenant only when the following additional conditions have been satisfied: (c) Tenant has performed all Tenant Work in accordance with the approved plans and specifications and in accordance with all other applicable provisions of the Lease, exclusive of the completion of all punchlist items as evidenced by a certificate from Tenant’s architect; (d) Tenant has obtained a certificate of occupancy conditional with respect to the Premises; (e) Tenant has furnished Landlord original, valid, unconditional and final mechanic’s lien releases from the Tenant’s GC for or in connection with Tenant’s Work at the Premises; (f) receipt by Landlord from Tenant of two (2) copies of approved sprinkler shop drawings, and (if substantial changes were made during the course of construction and if Landlord so requests) an as-built drawing of the work; (g) Tenant shall not be in default under the Lease beyond any applicable cure period; (h) receipt by Landlord from Tenant of all certificates of insurance required under the Lease; All documents required pursuant hereto shall be delivered to the Landlord at Landlord’s address for notices as Cost set forth in the Lease.invoice which they are accompanying and final with respect to the Work Cost on prior invoices). Lessor's approval of all such invoices shall not be unreasonably withheld, conditioned, or delayed. Lessor shall pay to Lessee's Contractor, or to Lessee's Architect with respect to design costs, within ten (10) calendar days of receipt of all of the foregoing, the Work Cost set forth on the invoice, less the amount of the retention as described in Section 4.1 below, to the extent Lessor, in its reasonable judgment, deems such Work Cost to be accurate. Upon exhaustion of the Allowance it shall become Lessee's responsibility to pay the Work Cost as set forth on such invoices, also within such ten (10) calendar day period, and Lessee shall provide Lessor promptly upon Lessor's request with reasonable evidence of such payment. Upon final completion of all work to be undertaken by Lessee (including all punchlist items), which final completion shall be certified by the Architect and which final completion shall occur not later than one (1) year after the Lease Commencement Date, Lessee shall execute and deliver to Lessor a written acknowledgment that the Leasehold Improvements are approved by Lessee and a written certificate setting forth the amount and nature of all costs and expenses billed to Lessee in connection with the design, permit approval and construction of the Leasehold Improvements. Within ten (10) days after Lessor's receipt of such certificate, accompanied by copies of all related bills, invoices, receipts and final conditional lien waivers of all lien rights, in recordable form, from Lessee's Contractor and all subcontractors, Lessor shall pay to Lessee the remaining amount of such cost and expenses, including the actual hold back provided in the construction contract, up to and including, but not exceeding, the Allowance. Lessee shall receive no payment, rent reduction or credit for any unused portion of the Allowance. Lessor shall not be obligated to pay any portion of the Allowance for Work Cost incurred after the date that is one (1) year after the Lease Commencement Date. 95

Payment of Allowance. Payment Provided that Tenant is not in material default hereunder, Landlord shall pay to Tenant as an “Allowance” the lesser of: (i) Tenant’s actual “Building Improvement Costs” (as hereinafter defined); or (ii) the sum equal to the product of the Allowance shall be by progress payments not more frequently than once per month after commencement of construction by Tenant and within thirty (30) days after satisfaction net rentable square feet of the following conditions precedentPremises multiplied by $34.00 toward Building Improvement Costs with respect to the Premises. The Allowance will be payable in three (3) installments when Tenant’s Work is 25% complete, 50% complete and finally complete, respectively. When construction of Tenant’s Work is 25% and 50% complete, respectively, and Tenant is making an application for an installment payment of the Allowance, Tenant must first furnish Landlord the following: (a1) receipt by Landlord A copy of invoices or other reasonable evidence that it has paid or incurred Qualified Costs; and (b) Tenant shall not be in default under the Lease beyond any applicable cure period; Landlord and Tenant acknowledge that the draw procedures and timing of draws on the Allowance need to be coordinated with the procedures and timing for draws under the Landlord’s construction loan and Tenant’s contract with the Approved Contractor performing Tenant’s GC Work together with all executed change orders and a current schedule of values; (2) Tenant’s affidavit, generally in the form as Schedule 1 hereto, that such construction has been completed to the specified percentage of completion to its satisfaction and in strict accordance with the Approved Plans, which affidavit shall also state the total Building Improvement Costs itemized in reasonable detail incurred to the specified percentage of completion; (3) General Contractor’s Affidavit and Lien Waiver with respect to the Premises and Building, generally in the form as Schedule 2 hereto, executed by the general contractor(s) performing such work stating that construction has been fully completed to the specified percentage of completion in accordance with the Approved Plans and that all subcontractors, laborers, and material suppliers engaged in or supplying materials for such work have been paid in full to the specified percentage of completion; (4) Subcontractors Lien Waiver with respect to the Premises and Building, generally in the form Schedule 3 hereto, executed by all subcontractors and materialmen who shall have furnished labor and/or materials for the work with a value in excess of $25,000.00; (5) Certificate of completion from Tenant’s architect, certifying that such construction work has been fully completed to the specified percentage of completion in accordance with the Approved Plans. (6) Delivery by Tenant to Landlord of all certificates of insurance and other items required under the Lease. Once Tenant has achieved completion of 25% of Tenant’s Work and satisfaction of items 1 – 6 above, then Landlord will pay to Tenant an amount equal to the lesser of 25% of the Building Improvement Costs incurred in achieving 25% completion or 25% of the Allowance within 30 days of written application by Tenant for such payment. Likewise, once Tenant has achieved completion of 50% of the Tenant’s Work and satisfaction of items 1 – 6 above for such additional work, then Landlord will increase the payment of Allowance to Tenant in a total amount equal to the lesser of 50% of the Building Improvement Costs incurred in achieving 50% completion or 50% of the Allowance (taking credit for the payment of the first installment of the Allowance) within 30 days of written application by Tenant for such payment. Tenant acknowledges and agrees that prior to the 25% Allowance payment and/or the 50% Allowance payment, Landlord, or Landlord’s agent, may inspect the Premises and the parties Tenant’s Work to ensure that the applicable percentage of completion has been achieved in accordance with the Approved Plans. Upon full completion of construction of Tenant’s Work and installation of Tenant’s fixtures and equipment in the Premises (and after all applicable governmental inspections and the receipt of a certificate of occupancy issued by the City of Austin), Tenant shall work together notify Landlord in writing to develop appropriate procedures; providedinspect such construction and installation. Upon such notice, however, that Allowance progress payments Landlord’s agent on Landlord’s behalf shall be paid inspect the Premises for completion in accordance with the Approved Plans and other requirements in the Lease to Tenant within a period of time not to exceed thirty (30) days after the satisfaction of Landlord’s agent and give written notice to the conditions set forth in (a) through (b) aboveTenant of Landlord’s acceptance of or rejection of Tenant’s construction and installation. Ten percent (10%) Upon full and final completion of construction of the Allowance shall be retained by Landlord and will be released to Tenant only when the following additional conditions have been satisfied: (c) Tenant has performed all Tenant Tenant’s Work in accordance with the approved plans Approved Plans and specifications installation of Tenant’s fixtures and in accordance with all other applicable provisions equipment, and upon receipt of the Leasewritten approval of completion of such construction and installation from the Landlord or Landlord’s agent, exclusive and provided Tenant is not in material default hereunder, Landlord shall pay to Tenant the lesser of (i) Tenant’s remaining actual Building Improvement Costs (after crediting prior amounts of the completion Allowance paid by Landlord), or (ii) the remaining Allowance (after crediting prior amounts of all punchlist items as evidenced the Allowance paid by a certificate from Tenant’s architect; (d) Tenant has obtained a certificate of occupancy Landlord), toward Building Improvement Costs with respect to the Premises, provided that Tenant has furnished to Landlord the following: (1) A certificate of occupancy (or other certificates) evidencing inspection and acceptance of all of Tenant’s Work by appropriate government authorities; (e2) Tenant has furnished Landlord original, valid, unconditional and final mechanic’s lien releases from the A copy of Tenant’s GC for or in connection contract with the Approved Contractor performing Tenant’s Work at the PremisesWork; (f3) receipt by Landlord from Tenant A copy of two (2) copies the Approved Plans marked in red on a reproducible set of approved sprinkler shop drawings, and (if substantial changes were made during the course of construction and if Landlord so requests) an drawings to show as-built drawing of the workconditions; (g4) Tenant Tenant’s affidavit, in the form attached hereto as Schedule 1, that such construction has been completed to its satisfaction and in strict accordance with the Approved Plans, which affidavit shall not be also state the total Building Improvement Costs itemized in default under the Lease beyond any applicable cure periodreasonable detail; (h5) receipt General Contractor’s Affidavit and Lien Waiver with respect to the Premises and Project, in the form attached hereto as Schedule 2, executed by the general contractor(s) performing such work stating that construction has been fully completed in accordance with the Approved Plans and that all subcontractors, laborers, and material suppliers engaged in or supplying materials for such work have been paid in full; (6) Subcontractors Lien Waiver with respect to the Premises and Project, in the form attached hereto as Schedule 3, executed by all subcontractors and materialmen who shall have furnished labor and/or materials for the work with a value in excess of $25,000.00; (7) Certificate of substantial completion from Tenant’s architect certifying that such construction work has been fully completed in accordance with the Approved Plans; and (8) Delivery by Tenant to Landlord from Tenant of all certificates of insurance and other items required under the Lease; All documents required pursuant hereto , and payment by Tenant to Landlord of all rentals and other sums as shall be delivered to have come due between the Landlord at Landlord’s address Commencement Date of the Lease and the date upon which Tenant makes application for notices as set forth in the Leasepayment of its Allowance.

Payment of Allowance. Payment Provided no Event of Default exists, Landlord shall pay $200,000 of the Tenant's Allowance shall be to Tenant within three (3) business days following full execution of this Lease and after the completion of Tenant's Work, as certified by progress payments not more frequently than once per month after commencement of construction by Tenant and within thirty (30) days after satisfaction of the following conditions precedent: (a) receipt by Landlord of invoices or other reasonable evidence that it has paid or incurred Qualified CostsTenant's architect; and (b) Tenant shall not be in default under the Lease beyond any applicable cure period; Landlord and Tenant acknowledge that the draw procedures and timing of draws on the Allowance need to be coordinated with the procedures and timing for draws under the Landlord’s construction loan and Tenant’s contract with Tenant’s GC and the parties shall work together to develop appropriate procedures; providedsubject, however, to Landlord's verification that Tenant's Work has been completed, but in no event shall Tenant's Allowance progress payments shall be paid to Tenant within a period of time not prior to exceed thirty (30) days after the satisfaction Tenant having furnished to Landlord, in form and substance acceptable to Landlord, all of the conditions set forth following: 1. Tenant's affidavit that Tenant's Work has been completed in (a) through (b) abovecomplete accordance with the Tenant's plans as approved by Landlord. 2. Ten percent (10%) The affidavit of the Allowance shall be retained by Landlord and will be released to Tenant only when general contractor performing Tenant's Work that the following additional conditions have Tenant's Work has been satisfied: (c) Tenant has performed all Tenant Work fully completed in accordance with the Tenant's plans, as approved plans by Landlord, and specifications that all subcontractors, laborers and materialmen engaged in accordance with all other applicable provisions or supplying materials for Tenant's Work have been paid in full. 3. An executed and acknowledged Release of Mechanics's Liens executed by Tenant's general contractor and by every subcontractor and supplier of labor and/or materials engaged in or supplying materials to Tenant's Work specifying that such contractor has been paid in full. 4. Properly issued certificates evidencing acceptance or approval of the Leasedemised premises by appropriate governmental authorities, exclusive including the underwriter's approval certificate for the electrical work done by Tenant and acceptance of the completion sprinkler system. Provided that no Event of all punchlist items as evidenced by a certificate from Tenant’s architect; (d) Tenant has obtained a certificate Default exists, the balance of occupancy with respect to the Premises; (e) Tenant has furnished Landlord original, valid, unconditional and final mechanic’s lien releases from the Tenant’s GC for or in connection with Tenant’s Work at the Premises; (f) receipt by Landlord from Tenant of two (2) copies of approved sprinkler shop drawings's Allowance, and (if substantial changes were made during the course of construction and if Landlord so requests) an as-built drawing after payment of the work; (g) Tenant shall not be in default under the Lease beyond any applicable cure period; (h) receipt by Landlord from Tenant aforementioned sum of all certificates of insurance required under the Lease; All documents required pursuant hereto $200,000, shall be delivered to the Landlord at Landlord’s address for notices as set forth in the Leasecredited against monthly installments of Minimum Rent due and payable commencing on January 1, 2001.

Payment of Allowance. Payment of The Allowance and the Reserve Funds -------------------- (as defined below) shall be paid by Lessor in accordance with this Paragraph 3. 4. The Lessee Improvement Allowance shall be by progress payments fully disbursed prior to any disbursement of the Lessee Improvement Loan. Lessor shall pay directly all fees and costs payable to Lessor's consultants in connection with the review of the Space Plans and Plans (not to exceed $5,000.00 in the aggregate), which shall be charged against and payable from the Allowance. Lessee or Lessee's general contractor shall provide Lessor, not more frequently often than once per month calendar month, with an invoice prepared by Lessee's general contractor (or Lessee's Architect with respect to design costs) on the standard AIA forms or in such other similar form approved by Lessor setting forth the Work Cost payable since the last such invoice. Such invoice shall be accompanied by (i) a certificate from Lessee's Architect and general contractor certifying that the Work Cost set forth in such invoice is accurate and that all Work Costs set forth in prior invoices have been paid, (ii) copies of all invoices from subcontractors setting forth the Work Cost on Lessee's general contractor's invoice, (iii) receipts from such subcontractors acknowledging payment of the Work Cost set forth in prior invoices, and (iv) copies of lien releases and waivers, or conditional lien releases and waivers, in both Lessor's and Lessee's favor, from Lessee's general contractor and subcontractors (such releases and waivers shall be conditional with respect to the Work Cost set forth in the invoice which they are accompanying and final with respect to the Work Cost on prior invoices). Lessor shall pay to Lessee's general contractor, or to Lessee's Architect with respect to design costs, within five (5) business days of receipt of all of the foregoing, the Work Cost set forth on the invoice, less the amount of the retention as described in Paragraph 4.1 below, to the extent Lessor, in its reasonable judgment, deems such Work Cost to be accurate. Such payment shall be from the Allowance and the Reserve Funds in the proportions described in Paragraph 3.5 below. Upon completion of all work to be undertaken by Lessee, which completion shall be certified, on the AIA form or in such other similar form approved by Lessor, by Lessee, the Architect and the Contractor, Lessee shall execute and deliver to Lessor a written acknowledgment that the Lessee Improvements are approved by Lessee and a written certificate setting forth the amount and nature of all costs and expenses billed to Lessee in connection with the design, permit approval and construction of the Lessee Improvements. Within ten (10) days after commencement Lessor's receipt of such certificate, accompanied by copies of all related bills, invoices, receipts and final unconditional lien releases and unconditional waivers of all lien rights, in recordable form, from Lessee's contractor and all subcontractors, Lessor shall pay to Lessee the remaining amount of such cost and expenses which will be due to the actual hold back provided in the construction by Tenant contract up to and within including, but not exceeding, the Allowance and the Reserve Funds. Such payment shall be from the Allowance and the Reserve Funds in the proportions described in Paragraph 3.5 below. Within thirty (30) days after satisfaction of the following conditions precedent: (a) receipt by Landlord of invoices or other reasonable evidence that it has paid or incurred Qualified Costs; and (b) Tenant shall not be in default under the Lease beyond any applicable cure period; Landlord and Tenant acknowledge that the draw procedures and timing of draws on the Allowance need to be coordinated with the procedures and timing for draws under the Landlord’s construction loan and Tenant’s contract with Tenant’s GC and the parties shall work together to develop appropriate procedures; provided, however, that Allowance progress payments shall be paid to Tenant within a period of time not to exceed thirty (30) days after the satisfaction of the conditions set forth in (a) through (b) above. Ten percent (10%) of the Allowance shall be retained by Landlord and will be released to Tenant only when the following additional conditions have been satisfied: (c) Tenant has performed all Tenant Work in accordance with the approved plans and specifications and in accordance with all other applicable provisions of the Lease, exclusive of the completion of all punchlist items as evidenced by a certificate from Tenant’s architect; (d) Tenant has obtained a certificate of occupancy with respect the Lessee Improvements, Lessee shall deliver to the Premises; (e) Tenant has furnished Landlord original, valid, unconditional and final mechanic’s lien releases from the Tenant’s GC for or in connection with Tenant’s Work at the Premises; (f) receipt by Landlord from Tenant of Lessor two (2) copies complete sets of approved sprinkler shop drawings, and (if substantial changes were made during the course of construction and if Landlord so requests) an as-built drawing of plans for the work; (g) Tenant shall not be in default under the Lease beyond any applicable cure period; (h) receipt by Landlord from Tenant of all certificates of insurance required under the Lease; All documents required pursuant hereto shall be delivered to the Landlord at Landlord’s address for notices as set forth in the LeaseLessee Improvements.