Common use of Disbursement of Allowance Clause in Contracts

Disbursement of Allowance. If the Allowance is applied to Base Rent, then Landlord shall apply the Allowance monthly toward the payment of Base Rent. If Tenant elects to have the Allowance used for Allowance Items, the Allowance shall be paid to Tenant in periodic disbursements within thirty (30) days after (but no earlier than the fifth day of the calendar month immediately following the expiration of such 30-day period) Landlord’s receipt of the following documentation: (A) Tenant’s application for payment and a certified statement from Tenant’s contractor substantially in the form of AIA Document G-702, covering all work for which disbursement is to be made up to a date specified therein (a “Tenant Disbursement Request”); (B) a certification from the applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; and (C) contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the State of California together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s mortgagee may reasonably require. Upon completion of the applicable Alterations, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans for the applicable Alterations in the Premises, and (5) the certification of Tenant’s architect that the applicable Alterations have been installed in a good and workmanlike manner, in accordance with plans approved by Landlord, and in accordance with applicable Laws. Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken in the aggregate) during the continuance of an uncured default (without regard to any notice or cure period), and Landlord’s obligation to disburse shall only resume when and if such default is cured. If Landlord, in good faith, disputes any item in a Tenant Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord delivers a written objection to any such item setting forth Landlord’s reasons for its dispute (a “Draw Dispute Notice”), within ten (10) business days following delivery of the Tenant Disbursement Request, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall diligently, and in good faith, endeavor to resolve any such dispute. Landlord’s payment of any portion of the Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement Request.

Disbursement of Allowance. If the Allowance is applied to Base Rent, then a) Landlord shall pay without offset or deduction, except for the Construction Management Fee, to Tenant or to others as designated by Tenant a Tenant Improvement Allowance as provided in Section 16 of the Second Amendment. The Improvement Allowance may apply to hard and soft costs associated with the Allowance monthly toward construction of the Tenant Improvements (but shall not apply to the purchase of furniture) and shall be disbursed as provided below. Tenant may request payment of Base Rent. If Tenant elects the allowance applicable to have the Allowance used for Allowance Itemssuch work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, the Allowance a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid to or incurred by Tenant in periodic disbursements within thirty connection with the Tenant Improvements; and (30iii) days after except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (but no earlier than or construction manager, as the fifth case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month immediately following in which the expiration request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such 30-day period) Landlord’s receipt Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following documentationhave occurred: (Ai) Tenantthe Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s application for payment architect has approved the Tenant Improvements as required by his Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and a certified statement from Tenant’s contractor substantially its lender in the form required by Section 20 of AIA Document G-702, covering all work for which disbursement is to be made up to a date specified therein (a “Tenant Disbursement Request”)the Lease; (Bv) if required by applicable Laws and Requirements, Tenant shall have obtained a certification Certificate of Occupancy, or its equivalent from the applicable project architect substantially in local municipality and the form Commonwealth of Pennsylvania, Department of Labor and Industry for the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of PaymentDemised Premises; and (Cviii) contractor’s, subcontractor’s and material supplier’s waivers Tenant has provided to Landlord final releases of liens which shall cover all Alterations for which disbursement is being requested from the contractor in form and all other statements and forms required for compliance with the mechanics’ lien laws of the State of California together with all such invoices, contracts, or other supporting data as substance reasonably satisfactory to Landlord or Landlordthe time period in which a mechanic’s mortgagee may reasonably requirelien would be required to be filed in order to be enforceable shall have elapsed without the filing thereof. Upon completion of Landlord agrees to timely fund without offset or deduction the applicable Alterations, final Disbursement Request to Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans for the applicable Alterations in the Premises, and (5) the certification of Tenant’s architect that the applicable Alterations have been installed in a good and workmanlike manner, when Tenant becomes entitled thereto in accordance with plans approved by Landlord, and in accordance with applicable Laws. Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken in the aggregate) during the continuance of an uncured default (without regard to any notice or cure period), and Landlord’s obligation to disburse shall only resume when and if such default is cured. If Landlord, in good faith, disputes any item in a Tenant Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord delivers a written objection to any such item setting forth Landlord’s reasons for its dispute (a “Draw Dispute Notice”), within ten (10) business days following delivery of the Tenant Disbursement Request, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall diligently, and in good faith, endeavor to resolve any such dispute. Landlord’s payment of any portion of the Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement Requestpreceding sentence.

Disbursement of Allowance. If the Allowance is applied to Base Rent, then Landlord shall pay without offset or deduction, except for the Construction Management Fee, to Tenant or to others as designated by Tenant an improvement allowance of up to Thirty Dollars ($30.00) per rentable square foot of the Demised Premises (the “Improvement Allowance”) from time to time in accordance with the provisions of this Article 4, provided an Event of Default shall not then be continuing and Tenant shall be in possession of the Demised Premises for the conduct of its business or the completion of the Tenant Improvements. The Improvement Allowance may apply to hard and soft costs associated with the Allowance monthly toward construction of the Tenant Improvements (but shall not apply to the purchase of furniture, moving expenses or other costs ancillary to Tenant’s relocation to the Demised Premises) and shall be disbursed as provided below. Tenant may request payment of Base Rent. If Tenant elects the allowance applicable to have the Allowance used for Allowance Itemssuch work from time to time (but not more frequently than once a calendar month) by delivering to Landlord a disbursement request (each, the Allowance a “Disbursement Request”), each of which Disbursement Requests shall be accompanied by (i) a certificate from the Architect that the portion of Tenant Improvements requested in the Disbursement Request is substantially complete; and (ii) photocopies of invoices evidencing that the amount being requested pursuant to such Disbursement Request has been paid to or incurred by Tenant in periodic disbursements within thirty connection with the Tenant Improvements; and (30iii) days after except in the case of the first Disbursement Request, lien releases from Tenant’s general contractor (but no earlier than or construction manager, as the fifth case may be) for all work and services completed by such persons through the date of the Disbursement Request immediately preceding the Disbursement Request in question. Provided Landlord receives such request, together with all supporting documentation required above, on or before the 10th day of the calendar month immediately following in which the expiration request is made, Landlord, on or before the 30th day of the same month, shall pay to Tenant or to others as designated by Tenant the amount being requested in such 30-day period) Landlord’s receipt Disbursement Request. Notwithstanding anything to the contrary contained herein, the final Disbursement Request shall not be paid until all of the following documentationhave occurred: (Ai) Tenantthe Tenant Improvements are Substantially Completed and invoices therefor are presented to Landlord; (ii) Tenant provides evidence that the Tenant Improvements have otherwise been paid for in full or will be paid in full upon final disbursement; (iii) the Architect has certified Substantial Completion, and Landlord has approved the Tenant Improvements and/or Landlord’s application for payment architect has approved the Tenant Improvements as required by this Work Letter; (iv) if requested, Tenant shall have provided an estoppel to Landlord and a certified statement from Tenant’s contractor substantially its lender in the form required by Section 20 of AIA Document G-702the Lease; (v) if required by applicable Laws and Requirements, covering all work Tenant shall have obtained a Certificate of Occupancy, or its equivalent from the local municipality and the Commonwealth of Pennsylvania, Department of Labor and Industry for the Demised Premises; (viii) Tenant has provided to Landlord final releases of liens from the contractor in form and substance reasonably satisfactory to Landlord or the time period in which disbursement is a mechanic’s lien would be required to be made up filed in order to a date specified therein (a “Tenant Disbursement Request”); (B) a certification from be enforceable shall have elapsed without the applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Paymentfiling thereof; and (Cix) contractor’s, subcontractor’s Tenant has commenced the regular payment of Minimum Rent and material supplier’s waivers of liens which shall cover all Alterations for which disbursement is being requested and all other statements and forms required for compliance with Additional Rent. Landlord agrees to timely fund without offset or deduction the mechanics’ lien laws of the State of California together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s mortgagee may reasonably require. Upon completion of the applicable Alterations, final Disbursement Request to Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans for the applicable Alterations in the Premises, and (5) the certification of Tenant’s architect that the applicable Alterations have been installed in a good and workmanlike manner, when Tenant becomes entitled thereto in accordance with plans approved by Landlord, and in accordance with applicable Laws. Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken in the aggregate) during the continuance of an uncured default (without regard to any notice or cure period), and Landlord’s obligation to disburse shall only resume when and if such default is cured. If Landlord, in good faith, disputes any item in a Tenant Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord delivers a written objection to any such item setting forth Landlord’s reasons for its dispute (a “Draw Dispute Notice”), within ten (10) business days following delivery of the Tenant Disbursement Request, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall diligently, and in good faith, endeavor to resolve any such dispute. Landlord’s payment of any portion of the Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement Requestpreceding sentence.

Disbursement of Allowance. 35.3.1 If Tenant is responsible for construction of the Tenant’s Work, the Allowance and the Amortized Amount, if any, shall be disbursed to Tenant on a progress payment basis. Proper draw requests submitted by the 20th day of any calendar month shall be paid by the 15th day of the following calendar month. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts theretofore paid by Tenant (as certified by Tenant’s architect) to Tenant’s contractors, subcontractors, material suppliers, and vendors, and which have not been subject to previous disbursements from the Allowance. Tenant shall withhold from its general contractor, and shall require its general contractor to withhold from each subcontractor, a retainage equal to ten percent (10%) of each progress payment made until the Tenant’s Work is applied fifty percent (50%) complete, and thereafter no further incremental retainage shall be required if the work is being satisfactorily prosecuted. Tenant shall, upon Landlord’s request, provide adequate evidence of such retainage, and in the event that Tenant fails to Base Rentprovide such evidence, then Landlord shall apply may withhold an amount equal to the retainage described above. All requests for disbursement of the Allowance monthly toward and the payment Amortized Amount (as defined herein), if any, shall be accompanied by certificate signed by Tenant or Tenant’s architect (a) that the sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in connection with work on the Tenant Work, (b) a complete description of Base Rent. If Tenant elects such services and materials and the amounts paid or to have the Allowance used for Allowance Items, the Allowance shall be paid to Tenant in periodic disbursements within thirty (30) days after (but no earlier than the fifth day of the calendar month immediately following the expiration each of such 30-day period) Landlord’s receipt of the following documentation: (A) Tenant’s application for payment and a certified statement from Tenant’s contractor substantially persons in the form of AIA Document G-702, covering all work for which disbursement is to be made up to a date specified therein (a “Tenant Disbursement Request”); (B) a certification from the applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; and (C) contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the State of California together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s mortgagee may reasonably require. Upon completion of the applicable Alterations, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans for the applicable Alterations in the Premisesrespect thereof, and (5c) the certification of Tenant’s architect that the applicable Alterations have work described in the certificate has been installed in a good and workmanlike manner, completed substantially in accordance with plans approved by Landlord, the Approved Plans and in accordance with applicable Laws. Specifications and (ii) paid receipts or such other proof of payment as Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken in the aggregate) during the continuance of an uncured default (without regard to any notice or cure period), and Landlord’s obligation to disburse shall only resume when and if reasonably require for all such default is cured. If Landlord, in good faith, disputes any item in a Tenant Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord delivers a written objection to any such item setting forth Landlord’s reasons for its dispute (a “Draw Dispute Notice”), within ten (10) business days following delivery of the Tenant Disbursement Request, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall diligently, and in good faith, endeavor to resolve any such dispute. Landlord’s payment of any portion of the Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement Requestcompleted.

Disbursement of Allowance. If the Allowance is applied to Base RentProvided no Event of Default shall then exist under this Lease, then Landlord shall apply disburse the Tenant Improvement Allowance monthly toward the payment of Base Rent. If Tenant elects to have the Allowance used for Allowance Items, the Allowance shall be paid to Tenant in periodic disbursements within thirty (30) days after (but no earlier than the fifth day following substantial completion of the calendar month immediately following Initial Alterations provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with California Civil Code Sections 8132 through 8138, as the expiration of such 30-day period) Landlord’s receipt of the following documentation: case may be, (Aii) Tenant’s application for payment and Architect delivers to Landlord a certified statement from Tenant’s contractor substantially certificate, in a form reasonably acceptable to Landlord, certifying that the construction of Initial Improvements in the form of AIA Document G-702Premises has been substantially completed, covering and (iii) Tenant delivers to Landlord the drawings, warranties and other documentation required by Section 10.4 hereof. If Landlord fails to disburse the Tenant Improvement Allowance within thirty (30) days following a written notice from Tenant providing all work documentation required by this Lease for which the disbursement is to be made up to a date specified therein (a “Tenant Disbursement Request”); (B) a certification from the applicable project architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702Tenant Improvement Allowance, Application and Certificate of PaymentTenant may offset any unpaid amounts against Rent next coming due under the Lease; and (C) contractor’sprovided, subcontractor’s and material supplier’s waivers of liens which shall cover all Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the State of California together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s mortgagee may reasonably require. Upon completion of the applicable Alterationshowever, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans for the applicable Alterations in the Premises, and (5) the certification of Tenant’s architect that the applicable Alterations have been installed in a good and workmanlike manner, in accordance with plans approved by Landlord, and in accordance with applicable Laws. Landlord shall not be required to disburse any part of the Allowance more than one time per calendar month, or to disburse any part of the Allowance (taken in the aggregate) during the continuance of an uncured default (without regard to any notice or cure period), and Landlord’s obligation to disburse shall only resume when and if such default is cured. If Landlord, in good faith, disputes any item in a Tenant Disbursement Request based on non-compliance of any work with plans approved by Landlord or due to any substandard work, and Landlord delivers a written objection entitled to any such item setting forth Landlord’s reasons for its offset if Landlord within the thirty (30) day period hereinabove provides written notice to Tenant disputing amounts to be disbursed or reimbursed to Tenant under this Section 10.2 with reasonable detail to explain the amounts in dispute (a “Draw Dispute Notice”), within ten (10) business days following delivery of and disburses to Tenant from the Tenant Disbursement Request, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall diligently, and Improvement Allowance amounts not in good faith, endeavor to resolve any such dispute. Landlord’s payment of any portion of the Allowance shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in the applicable Tenant Disbursement Request.