Common use of Disbursement of the Allowance Clause in Contracts

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety percent (90%) of each Draw Request shall be disbursed to Tenant within thirty (30) days after Landlord receives from Tenant “Evidence of Completion and Payment” as to that portion of the Tenant’s Work covered by the applicable Draw Request having been completed as described hereinbelow, until ninety percent (90%) of the Allowance has been distributed to Tenant; (ii) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iii) below; (iii) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through (v) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after Landlord has received the following “Evidence of Completion and Payment”:

Disbursement of the Allowance. Provided After Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, to reimburse Tenant has accepted all bids for the actual construction Tenant Improvements, Tenant shall provide Landlord with a written detailed cost breakdown (the “Final Costs Statement”), by trade, of the final costs to be incurred, or which Tenant incurs have been incurred, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor which costs form a basis for the amount of the Construction Contract, if any (the “Final Costs”). For purposes hereof, any excess of the amount of the Final Costs over and above the remaining unexpended funds in the Allowance is referred to as the “Excess Costs”. Tenant shall from time to time make payments to the Architect, the Engineer and the Contractor until the full amount of the Excess Costs, if any, have been paid by Tenant. Thereafter, on or before the twentieth (20th) day of each calendar month during the construction of the Tenant Improvements as provided in Section 5(a) in accordance with Improvements, Tenant shall deliver to Landlord the following: following items (collectively, the “Payment Request Materials”): (i) Ninety percent (90%) a request for payment of each Draw Request shall be disbursed to the Tenant’s Contractor showing the schedule, by trade, of percentage of completion of the Tenant within thirty (30) days after Landlord receives from Tenant “Evidence of Completion and Payment” as to that Improvements in the Premises, detailing the portion of the Tenant’s Work covered completed and the portion not completed; (ii) invoices from the Tenant’s Contractor for labor rendered and materials delivered to the Premises; (iii) a general contractor’s affidavit and lien waiver, executed by Tenant’s Contractor releasing all liens against the applicable Draw Request having Project for work previously performed and stating that all subcontractors, laborers and material suppliers engaged in or supplying materials for the work have been paid in full; (iv) subcontractors lien waivers releasing all liens against the Project for work previously performed and executed by all subcontractors and materialmen who have furnished labor and/or material for Tenant’s Work; (v) a certificate for payment, executed by Tenant’s Architect, for such amount as Tenant’s Architect determines is properly due, verifying and confirming the statements made in the Tenant’s Contractor’s request for payment and certifying that the Tenant’s Work has progressed to the point indicated in the Tenant’s Contractor’s request for payment and certifying that all portions of the Tenant’s Work which have been completed as described hereinbeloware in conformance with the Final Plans and this Exhibit B. If full and complete Payment Request Materials are received by Landlord on or before the twentieth (20th) day of a calendar month and if none of the payment amounts requested therein are contested by Landlord in good faith, until ninety percent then Landlord shall (90%subject to the retainage provisions set out in Section 5.4 below) make a progress payment to Tenant no later that the twentieth (20th) day of the next succeeding calendar month (each, a “Landlord Funding Date”). After all of the Tenant Improvement Costs have been paid in full, an amount up to but not in excess of 16% of the Allowance has been distributed to Tenant; (ii) The final ten percent (10%) of the Allowance shall may be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) used for payment of Tenant’s Work having been completed actual and paid for by Tenant as described hereinbelow reasonable moving costs, costs of installing voice and satisfaction of data cabling, and other general information and technology expenses (the items described in subparagraph (iii) below; (iii) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through (v) above, the appropriate “Permitted Relocation Costs”). If any unexpended portion of the Allowance remains after full and final payment of the Tenant Improvement Costs and the Permitted Relocation Costs have been made, then the excess amount of the Allowance remaining will first be applied to the Excess Costs, if any, which have been previously paid by Tenant (and will be reimbursed to Tenant), and the remainder will be applied in reduction of the Allowance. If Landlord is not contesting any request for payment in good faith and also fails to disburse the applicable portion of the Allowance by the applicable Landlord Funding Date for a payment request and Tenant has complied with the requirements of this Section 5.2, then Tenant shall be disbursed have the right to offset the amount out of the Allowance Landlord is obligated to fund under this Section, but has failed to fund, against rent next coming due under this Lease, together with interest at 10% per annum on the unfunded amount from the date Landlord was obligated to fund until the date Tenant within forty five (45) days after Landlord has received offsets the following “Evidence of Completion and Payment”:amount due against rent then due.

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety percent (90%) of each Draw Request shall be disbursed to Tenant within thirty (30) days after Landlord receives from Tenant “Evidence of Completion and Payment” on a monthly basis as to that the portion of the Tenant’s Work covered by the applicable Draw Request having been completed as described hereinbelow, until ninety percent (90%) of the Allowance has been distributed to Tenant; (ii) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “and for which Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having Payment has been completed and paid for received by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iii) below; (iii) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through (v) above, the Landlord. The appropriate portion of the Allowance shall be disbursed to Tenant only within forty five fifteen (4515) days after Landlord has received the satisfaction of the following conditions to disbursement (the “Evidence of Completion and Payment”:): (A) Tenant has delivered to Landlord a draw request (“Draw Request”) in the form attached hereto as Exhibit B-1 with respect to the Improvements specifying that the requisite portion of Tenant’s Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant’s Work covered by the Draw Request The Draw Request shall constitute a representation by Tenant that the Tenant’s Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule and has been paid for; (B) Tenant’s Representative or the project manager has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans and in a good and workmanlike manner; (C) Tenant has delivered to Landlord such other evidence of Tenant’s payment of the general contractor and subcontractors for the portions of Tenant’s Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant’s Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171); provided, however, for the initial Draw Request for Tenant’s Work covered by such Draw Request, only conditional releases from Tenant’s contractor and subcontractors shall be request, and all subsequent Draw Requests will include conditional releases for that Draw Request and unconditional releases for the portion of Tenant’s Work for which disbursement was made pursuant to the previous Draw Request; (D) Landlord or Landlord’s architect or construction representative has inspected the Tenant Improvements and reasonably determined that the portion of Tenant’s Work covered by the Draw Request has been completed in a good and workmanlike manner;

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety Twenty-five percent (9025%) of each Draw Request the Allowance shall be disbursed to Tenant within thirty (30) days after when Landlord receives from Tenant “shall have received "Evidence of Completion and Payment” " as to that portion fifty percent (50%) of the Tenant’s 's Work covered by the applicable Draw Request having been completed and paid for by Tenant as described hereinbelow, until ; (ii) Fifty percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to seventy-five percent (75%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow; (iii) Fifteen percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to ninety percent (90%) of the Allowance has Tenant's Work having been distributed to Tenantcompleted and paid for by Tenant as described hereinbelow; (iiiv) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “"Evidence of Completion and Payment” " as to one hundred percent (100%) of Tenant’s 's Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iiivi) below; (iiiv) As to each phase of completion of Tenant’s 's Work described in subparagraphs (i) through (viv) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after only when Landlord has received the following “"Evidence of Completion and Payment”": (A) Tenant has delivered to Landlord a draw request ("Draw Request") in a form reasonably satisfactory to Landlord and Landlord's lender with respect to the Improvements specifying that the requisite portion of Tenant's Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant's Work covered by the Draw Request. The Draw Request shall constitute a representation by Tenant that the Tenant's Work identified therein has been completed in a good and workmanlike manner and in material accordance with the Final Plans and the Work Schedule and has been paid for; (B) The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in material accordance with the Final Plans; (C) Tenant has delivered to Landlord such other evidence of Tenant's payment of the general contractor and subcontractors for the portions of Tenant's Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant's Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171); (D) Landlord or Landlord's architect or construction representative has inspected the Tenant Improvements and determined that the portion of Tenant's Work covered by the Draw Request has been completed in a good and workmanlike manner;

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work LetterLetter Agreement, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety Twenty-five percent (9025%) of each Draw Request the Allowance shall be disbursed to Tenant within thirty (30) days after when Landlord receives from Tenant shall have received “Evidence of Completion and Payment” as to that portion fifty percent (50%) of the Tenant’s Work covered by the applicable Draw Request having been completed and paid for by Tenant as described hereinbelow, until ; (ii) An additional Fifty percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to seventy-five percent (75%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow; (iii) Fifteen percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to ninety percent (90%) of the Allowance has Tenant’s Work having been distributed to Tenant;completed and paid for by Tenant as described hereinbelow; and (iiiv) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iiivi) below;. (iiiv) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through (viii) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after only when Landlord has received the following “Evidence of Completion and Payment”: (A) Tenant has delivered to Landlord a draw request (“Draw Request”) in a form satisfactory to Landlord with respect to the Improvements specifying that the requisite portion of Tenant’s Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant’s Work covered by the Draw Request. The Draw Request shall constitute a representation by Tenant that the Tenant’s Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule and has been paid for; (B) The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans; (C) Tenant has delivered to Landlord such other evidence of Tenant’s payment of the general contractor and subcontractors for the portions of Tenant’s Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant’s Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171); (D) Landlord or Landlord’s architect or construction representative has inspected the Tenant Improvements and determined that the portion of Tenant’s Work covered by the Draw Request has been completed in a good and workmanlike manner; (vi) The final disbursement of the balance of the Allowance under subparagraph (iv) above shall be disbursed to Tenant only when Landlord has received Evidence of Completion and Payment as to all of Tenant’s Work as provided hereinabove and the following conditions have been satisfied: (A) Thirty-five (35) days shall have elapsed following the filing of a valid notice of completion by Tenant for the Tenant Improvements; (B) A certificate of occupancy for the Tenant Improvements and the Premises has been issued by the appropriate governmental body; and (C) The satisfaction of any other requirements or conditions which may be required or imposed by Landlord’s lender with respect to the construction of the Tenant Improvements. (vii) All construction costs in excess of the Allowance shall have been paid by Tenant.

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety percent (90%) of each Draw Request the Allowance shall be disbursed to Tenant within thirty (30) days after Landlord receives from Tenant “Evidence no more frequently than monthly during the course of Completion and Payment” as to that portion construction of the Tenant’s Work covered by the applicable Draw Request having been completed as described hereinbelow(i.e., until ninety percent (90%) of the Allowance has been distributed corresponding to, and consistent with, an industry standard 10% retention in connection with progress payments to Tenantgeneral contractors); (ii) The final ten percent (10%) of the Allowance (i.e., the final retention) shall be disbursed to Tenant when Landlord shall have received “"Evidence of Completion and Payment” " as to one hundred percent (100%) of Tenant’s 's Work having been completed and paid for by Tenant Xxxxxx as described hereinbelow and satisfaction of the items described in subparagraph (iii) below; (iii) As to each phase of completion of Tenant’s 's Work described in subparagraphs (i) through (vii) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after Landlord only when Xxxxxxxx has received the following “"Evidence of Completion and Payment": (A) Tenant has delivered to Landlord a draw request (“Draw Request”:) in a form reasonably satisfactory to Landlord and Landlord’s lender with respect to the Improvements specifying that the requisite portion of Tenant’s Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant’s Work covered by the Draw Request. As between Landlord and Tenant, the Draw Request shall be deemed to constitute Tenant’s agreement that the Tenant’s Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule and has been paid for; (B) The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans; (C) Tenant has delivered to Landlord such other evidence of Tenant’s payment of the general contractor and subcontractors for the portions of Tenant’s Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant’s Work as may be reasonably required by Landlord (i.e., unconditional lien releases in accordance with California Civil Code Sections 8120 through 8138 or release bond(s) in accordance with California Civil Code Sections 8424 and 8534); (D) Landlord or Xxxxxxxx’s architect or construction representative has inspected the Tenant Improvements and determined that the portion of Tenant’s Work covered by the Draw Request has been completed in a good and workmanlike manner;

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Amended Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety Twenty-five percent (9025%) of each Draw Request the Allowance shall be disbursed to Tenant within thirty (30) days after when Landlord receives from Tenant shall have received “Evidence of Completion and Payment” as to that portion fifty percent (50%) of the Tenant’s Work covered by the applicable Draw Request having been completed and paid for by Tenant as described hereinbelow, until ; (ii) Fifty percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to seventy-five percent (75%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow; (iii) Fifteen percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to ninety percent (90%) of the Allowance has Tenant’s Work having been distributed to Tenantcompleted and paid for by Tenant as described hereinbelow; (iiiv) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iiivi) below; (iiiv) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through (viv) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after only when Landlord has received the following “Evidence of Completion and Payment”:

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Amended Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety Twenty-five percent (9025%) of each Draw Request the Allowance shall be disbursed to Tenant within thirty (30) days after when Landlord receives from Tenant shall have received “Evidence of Completion and Payment” as to that portion fifty percent (50%) of the Tenant’s Work covered by the applicable Draw Request having been completed and paid for by Tenant as described hereinbelow, until ; (ii) Fifty percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to seventy-five percent (75%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow; (iii) Fifteen percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to ninety percent (90%) of the Allowance has Tenant’s Work having been distributed to Tenantcompleted and paid for by Tenant as described hereinbelow; (iiiv) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iiivi) below; (iiiv) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through (v) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after Landlord has received the following “Evidence of Completion and Payment”:through

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work LetterLetter Agreement, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety Fifty percent (9050%) of each Draw Request the Allowance minus the entire Construction Administration Fee shall be disbursed to Tenant within thirty (30) days after Landlord receives from Tenant “Evidence of Completion and Payment” as to that portion of following the Tenant’s Work covered by the applicable Draw Request having been completed as described hereinbelow, until ninety percent (90%) of the Allowance has been distributed to TenantRent Commencement Date; (ii) The final ten fifty percent (1050%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant Xxxxxx as described hereinbelow herein below and satisfaction of the items described in subparagraph (iiiiv) below; (iii) As For purposes of this Work Letter Agreement the term “Evidence of Completion and Payment” shall collectively mean the following: (A) Tenant has delivered to each phase of completion Landlord a draw request (“Draw Request”) in a form satisfactory to Landlord and Landlord’s lender with respect to the Improvements specifying that the requisite portion of Tenant’s Work described has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in subparagraphs such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant’s Work covered by the Draw Request. The Draw Request shall constitute a representation by Tenant that the Tenant’s Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule and has been paid for; (iB) through The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans; and (vC) above, Landlord or Xxxxxxxx’s architect or construction representative has inspected the appropriate Tenant Improvements and determined that the portion of Tenant’s Work covered by the Draw Request has been completed in a good and workmanlike manner; (iv) The final disbursement of the balance of the Allowance shall be disbursed to Tenant within forty five (45) days after only when Landlord has received the following “Evidence of Completion and Payment”Payment as to all of Tenant’s Work as provided hereinabove and the following conditions have been satisfied: (A) Thirty-five (35) days shall have elapsed following the filing of a valid notice of completion by Tenant for the Tenant Improvements; (B) A certificate of occupancy for the Tenant Improvements and the Premises has been issued by the appropriate governmental body; (C) Xxxxxx has delivered to Landlord: (i) properly executed mechanics lien releases from all of Tenant’s contractors, agents and suppliers in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord; (ii) an application and certificate for payment (AIA form G702-1992 or equivalent) signed by Tenant’s architect/space planner; (iii) original stamped building permit plans; (iv) copy of the building permit; (v) original stamped building permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form approved by Landlord) of the “as-built” drawings of the Tenant Improvements; (vii) air balance reports; (viii) excess energy use calculations; (ix) one year warranty letters from Xxxxxx’s contractors; (x) manufacturer’s warranties and operating instructions; (xi) final punchlist completed and signed off by Xxxxxx’s architect/space planner; and (xii) an acceptance of the Premises signed by Xxxxxx; (D) Landlord has determined that no work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building; (E) The satisfaction of any other requirements or conditions which may be required or imposed by Xxxxxxxx’s lender with respect to the construction of the Tenant Improvements; and (F) Xxxxxx has delivered to Landlord evidence satisfactory to Landlord that all construction costs in excess of the Allowance have been paid for by Xxxxxx.

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, (a) Landlord shall disburse the Allowance to Tenant from time to time upon written request by Tenant, not more often than once per monthwhich request shall be accompanied by (i) copies of all receipts, to reimburse Tenant invoices, and bills for the actual construction costs which Tenant incurs work completed and materials furnished in connection with the construction Tenant Improvements or the related soft costs which are the subject of the requested disbursement or disbursements, (ii) copies of all contracts, work orders, change orders and other materials relating to the work or materials or soft costs which are the subject of the requested disbursement or disbursements, (iii) with respect to disbursements of the Allowance to cover costs other than soft costs, conditional lien waivers from the suppliers of labor or materials furnished in connection with the Tenant Improvements which are the subject of the requested disbursement or disbursements, (iv) if applicable, and only to the extent that a severable item of the Tenant Improvements as provided is completed, proof of satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by governmental authorities in Section 5(aconnection with the Tenant Improvements which are the subject of the requested disbursement or disbursements, and (v) with respect to disbursements of the Allowance to cover costs other than soft costs, a certificate of Tenant’s Architect stating that, in the Architect’s opinion, the portion of the Tenant Improvements theretofore completed and for which the disbursement is requested was performed in a good and workmanlike manner and substantially in accordance with the following: (i) Ninety percent (90%) Final Plans for the Tenant Improvements, as approved by Landlord. Landlord shall disburse the requested portions of each Draw Request shall be disbursed to Tenant the Allowance within thirty (30) days after Landlord receives from Tenant “Evidence of Completion and Payment” as to that portion submission of the foregoing to Landlord by Tenant’s Work covered by the applicable Draw Request having been completed as described hereinbelow, until ninety percent . (90%b) Within thirty (30) days after completion of the Allowance has been distributed Tenant Improvements, Tenant hall deliver to Tenant; Landlord (i) final, unconditional waivers and releases of lien from all suppliers of labor or materials furnished in connection with the Tenant Improvements, (ii) The final ten percent (10%) if applicable, proof of satisfactory completion of all required inspections and the Allowance shall be disbursed to issuance of any required approvals and sign-offs by governmental authorities in connection with the Tenant when Landlord shall have received “Evidence of Completion Improvements, and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iii) below; (iii) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through (v) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after such other documents and information as Landlord has received the following “Evidence of Completion and Payment”:may reasonably request.

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety percent (90%) of each Draw Request shall be disbursed to Tenant within thirty (30) days after Landlord receives from Tenant “Evidence of Completion and Payment” as to that portion of the Tenant’s Work covered by the applicable Draw Request having been completed as described hereinbelow, until ninety percent (90%) of the Allowance has been distributed to Tenant;; (ii) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iii) below; (iii) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through and (vii) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after Landlord has received the following “Evidence of Completion and Payment”:within

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work LetterLetter Agreement, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety Fifty percent (9050%) of each Draw Request the Allowance minus the entire Construction Administration Fee shall be disbursed to Tenant within thirty (30) days after Landlord receives from Tenant “Evidence of Completion and Payment” as to that portion of following the Tenant’s Work covered by the applicable Draw Request having been completed as described hereinbelow, until ninety percent (90%) of the Allowance has been distributed to TenantRent Commencement Date; (ii) The final ten fifty percent (1050%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant Xxxxxx as described hereinbelow herein below and satisfaction of the items described in subparagraph (iiiiv) below; (iii) As For purposes of this Work Letter Agreement the term “Evidence of Completion and Payment” shall collectively mean the following: (A) Tenant has delivered to each phase of completion Landlord a draw request (“Draw Request”) in a form satisfactory to Landlord and Landlord’s lender with respect to the Improvements specifying that the requisite portion of Tenant’s Work described has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in subparagraphs such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant’s Work covered by the Draw Request. The Draw Request shall constitute a representation by Tenant that the Tenant’s Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule and has been paid for; (iB) through The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans; and (vC) above, Landlord or Xxxxxxxx’s architect or construction representative has inspected the appropriate Tenant Improvements and determined that the portion of Tenant’s Work covered by the Draw Request has been completed in a good and workmanlike manner; (iv) The final disbursement of the balance of the Allowance shall be disbursed to Tenant within forty five (45) days after only when Landlord has received the following “Evidence of Completion and Payment”Payment as to all of Tenant’s Work as provided hereinabove and the following conditions have been satisfied: (A) Thirty-five (35) days shall have elapsed following the filing of a valid notice of completion by Tenant for the Tenant Improvements; (B) A certificate of occupancy for the Tenant Improvements and the Premises has been issued by the appropriate governmental body; (C) Xxxxxx has delivered to Landlord: (i) properly executed mechanics lien releases from all of Tenant’s contractors, agents and suppliers in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by EXHIBIT C Landlord; (ii) an application and certificate for payment (AIA form G702-1992 or equivalent) signed by Tenant’s architect/space planner; (iii) original stamped building permit plans; (iv) copy of the building permit; (v) original stamped building permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form approved by Landlord) of the “as-built” drawings of the Tenant Improvements; (vii) air balance reports; (viii) excess energy use calculations; (ix) one year warranty letters from Xxxxxx’s contractors; (x) manufacturer’s warranties and operating instructions; (xi) final punchlist completed and signed off by Xxxxxx’s architect/space planner; and (xii) an acceptance of the Premises signed by Xxxxxx; (D) Landlord has determined that no work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building; (E) The satisfaction of any other requirements or conditions which may be required or imposed by Xxxxxxxx’s lender with respect to the construction of the Tenant Improvements; and (F) Xxxxxx has delivered to Landlord evidence satisfactory to Landlord that all construction costs in excess of the Allowance have been paid for by Xxxxxx.

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety percent (90%) of each Draw Request shall be disbursed to Tenant within thirty (30) days after Landlord receives from Tenant “Evidence of Completion and Payment” on a monthly basis as to that the portion of the Tenant’s Work covered by the applicable Draw Request having been completed as described hereinbelow, until ninety percent (90%) of the Allowance has been distributed to Tenant; (ii) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “and for which Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having Payment has been completed and paid for received by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iii) below; (iii) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through (v) above, the Landlord. The appropriate portion of the Allowance shall be disbursed to Tenant only within forty five fifteen (4515) days after Landlord has received the satisfaction of the following conditions to disbursement (the “Evidence of Completion and Payment”:): (A) Tenant has delivered to Landlord a draw request (“Draw Request”) in the form attached hereto as Exhibit C-2-2 with respect to the Improvements specifying that the requisite portion of Tenant’s Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant’s Work covered by the Draw Request The Draw Request shall constitute a representation by Tenant that the Tenant’s Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule and has been paid for; (B) Tenant’s Representative or the project manager has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans and in a good and workmanlike manner; (C) Tenant has delivered to Landlord such other evidence of Tenant’s payment of the general contractor and subcontractors for the portions of Tenant’s Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant’s Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171); provided, however, for the initial Draw Request for Tenant’s Work covered by such Draw Request, only conditional releases from Tenant’s contractor and subcontractors shall be request, and all subsequent Draw Requests will include conditional releases for that Draw Request and unconditional releases for the portion of Tenant’s Work for which disbursement was made pursuant to the previous Draw Request; (D) Landlord or Landlord’s architect or construction representative has inspected the Tenant Improvements and reasonably determined that the portion of Tenant’s Work covered by the Draw Request has been completed in a good and workmanlike manner;

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant or to Tenant, not more often than once per month, ’s contractor and other third parties entitled to reimburse payment under contract with Tenant or Tenant’s contract for the actual construction costs which Tenant incurs in connection with the construction of for the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety percent (90%) of each Draw Request Landlord shall be disbursed make monthly progress payments to Tenant or Tenant’s contractor within thirty (30) days after of receipt of Tenant’s request therefor and delivery to Landlord receives from Tenant of “Evidence of Completion and PaymentCompletion” as to that portion of the Tenant’s Work covered by the applicable Draw Request having been completed as described hereinbelow, until ninety percent (90%) of the Allowance has been distributed to Tenant; (ii) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow herein below and satisfaction of the items described in subparagraph (iii) below;below as to the portion of Tenant’s Work for which disbursement is sought (subject to any retention provided for under Tenant’s construction and other contracts for the Tenant Improvement Costs). (iiiii) As to each phase of completion of disbursement request by Tenant’s Work described in subparagraphs (i) through (v) above, the appropriate portion of requested disbursement from the Allowance shall be disbursed to Tenant within forty five (45) days after only when Landlord has received the following “Evidence of Completion and PaymentCompletion”: (A) A draw request (“Draw Request”) in a line item form reasonably satisfactory to Landlord with respect to the Improvements specifying the portion of Tenant’s Work for which payment is requested has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request. The Draw Request shall constitute a representation by Tenant that the Tenant’s Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule; (B) The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans; (C) Tenant has delivered to Landlord properly executed mechanics lien releases from all of Tenant’s contractors, agents and suppliers in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to all payment amounts previously disbursed by Lender, or the applicable lien period shall have expired after the filing of a notice of completion as to any contractor for whom payment is then being requested; and

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Amended Lease or this Tenant Work LetterLetter which is then continuing, Landlord shall disburse the Allowance to Tenant, Tenant not more often less frequently than once per month, monthly to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided upon completion of the Tenant Improvements included in Section 5(a) in accordance with such disbursement request and satisfaction of the followingfollowing conditions: (i) Ninety percent Tenant has delivered to Landlord a draw request (90%“Draw Request”) in the form attached as Exhibit B-1 with respect to the Improvements specifying that the requisite portion of each Tenant’s Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request shall be disbursed to and evidence of payment by Tenant within thirty (30) days after Landlord receives from Tenant “Evidence of Completion and Payment” as to that portion of the for all costs which are payable in connection with such Tenant’s Work covered by the applicable Draw Request. The Draw Request having shall constitute a representation by Tenant that, to Tenant’s actual knowledge, the Tenant’s Work identified therein has been completed as described hereinbelow, until ninety percent (90%) of in a good and workmanlike manner and in accordance with the Allowance has been distributed to TenantFinal Plans and the Work Schedule; (ii) The final ten percent (10%) of architect for the Allowance shall be disbursed Tenant Improvements has certified to Landlord that the Tenant when Landlord shall Improvements have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of to the items described level indicated in subparagraph (iii) belowthe Draw Request in accordance with the Final Plans; (iii) As Tenant has delivered to each phase Landlord properly executed mechanics lien releases from all of completion Tenant’s contractors, agents and suppliers in compliance with California Civil Code Sections 8120 through 8138, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord; (iv) Landlord or Landlord’s architect or construction representative has inspected the Tenant Improvements and determined that the portion of Tenant’s Work described covered by the Draw Request has been completed in subparagraphs a good and workmanlike manner; (v) With respect to the final disbursement of the Allowance, which shall include all retention amounts owed to Tenant’s general contractor (“Final Disbursement”), not less than thirty-five (35) days shall have elapsed following the filing of a valid notice of completion by Tenant for the Tenant Improvements; (vi) With respect to the Final Disbursement, Tenant has delivered to Landlord: (i) properly executed mechanics lien releases from all of Tenant’s contractors, agents and suppliers in compliance with both California Civil Code Sections 8120 through 8138, which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord; (ii) an application and certificate for payment (AIA form G702-1992 or equivalent) signed by Tenant’s architect/space planner; (iii) original stamped building permit plans; (iv) copy of the building permit; (v) above, the appropriate portion original stamped building permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form approved by Landlord) of the Allowance shall be disbursed to “as-built” drawings of the Tenant within forty five Improvements; (45vii) days after Landlord has received air balance reports; (viii) excess energy use calculations; (ix) one year warranty letters from Tenant’s general contractors; (x) manufacturer’s warranties and operating instructions; (xi) final punchlist completed and signed off by Tenant’s architect/space planner; and (xii) an acceptance of the following “Evidence of Completion and Payment”:Third Floor Expansion Space signed by Tenant; and

Disbursement of the Allowance. Provided Tenant is not in default following the giving under Section 19.1 of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety Twenty-five percent (9025%) of each Draw Request the Allowance shall be disbursed to Tenant within thirty (30) days after when Landlord receives from Tenant “shall have received "Evidence of Completion and Payment” " as to that portion twenty-five percent (25%) of the Tenant’s 's Work covered by the applicable Draw Request having been completed and paid for by Tenant as described hereinbelow, until ninety ; (ii) Fifty percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to fifty percent (50%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow; (iii) Fifteen percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to sixty-five percent (65%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow; (iv) Ninety percent (90%) of the Allowance has shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to ninety-percent (90%) of Tenant's Work having been distributed to Tenantcompleted and paid for by Tenant as described hereinbelow; (iiv) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “"Evidence of Completion and Payment” " as to one hundred percent (100%) of Tenant’s 's Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iiivi) below; (iiivi) As to each phase of completion of Tenant’s 's Work described in subparagraphs (i) through (v) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after only when Landlord has received the following “"Evidence of Completion and Payment”": (A) Tenant has delivered to Landlord a draw request ("Draw Request") in a form reasonably satisfactory to Landlord with respect to the Improvements specifying that the requisite portion of Tenant's Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant's Work covered by the Draw Request. The Draw Request shall constitute a representation by Tenant (vis a vis Landlord and Tenant) that the Tenant's Work identified therein has been completed in a good and workmanlike manner and substantially in accordance with the Final Plans and the Work Schedule and has been paid for or as to which Tenant has received a conditional lien release; (B) The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been substantially completed to the level indicated in the Draw Request in accordance with the Final Plans; (C) Tenant has delivered to Landlord such other evidence of Tenant's payment of the general contractor and subcontractors for the portions of Tenant's Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant's Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171); (D) Intentionally omitted; (vii) The final disbursement of the balance of the Allowance shall be disbursed to Tenant only when Landlord has received Evidence of Completion and Payment as to all of Tenant's Work as provided hereinabove and the following conditions have been satisfied: (A) Thirty-five (35) days shall have elapsed following the filing of a valid notice of completion by Tenant for the Tenant Improvements; (B) A certificate of occupancy for the Tenant Improvements and the Suite 2600 and 2700 Expansion Space has been issued by the appropriate governmental body; (C) Tenant has delivered to Landlord: (i) properly executed mechanics lien releases from all of Tenant's contractors, agents and suppliers in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord; (ii) an application and certificate for payment (AlA form G702-1992 or equivalent) signed by Tenant's architect/space planner; (iii) original stamped building permit plans; (iv) copy of the building permit; (v) original stamped building permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form approved by Landlord) of the "as-built" drawings of the Tenant Improvements; (vii) air balance reports; (viii) excess energy use calculations; (ix) one year warranty letters from Tenant's contractors; (x) manufacturer's warranties and operating instructions; (xi) final punchlist completed and signed off by Tenant's architect/space planner; and (xii) an acceptance of the Suite 2600 and 2700 Expansion Space signed by Tenant; (D) If Landlord determines that work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, Tenant shall cause such work to be corrected; (E) Intentionally omitted; and (F) Tenant has delivered to Landlord evidence satisfactory to Landlord that all construction costs in excess of the Allowance have been paid for by Tenant. Notwithstanding anything to the contrary contained hereinabove, all disbursements of the Allowance shall be subject to the prior deduction of the portion of the Construction Management Fee allocable to the Tenant Improvements described in the applicable Draw Request.

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work LetterLetter Agreement, Landlord shall disburse the Allowance to Tenant or directly to Tenant's contractor, not more often than once per monthat Tenant's sole direction, to reimburse Tenant or pay Tenant's contractor, as the case may be, for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements Improvements; the Allowance will be disbursed on a pro rata, phased basis as provided in Section 5(a) and when Tenant performs individual phases of the Tenant Improvement Work in accordance with the following: (i) Ninety Fifty percent (9050%) of each Draw Request the portion of the Allowance which is ratably attributable to a particular phase of Tenant's Work shall be disbursed to Tenant within thirty (30) days after when Landlord receives from Tenant “shall have received "Evidence of Completion and Payment” Completion" as to that fifty percent (50%) of Tenant's Work for such phase having been completed by Tenant as described hereinbelow; (ii) Twenty-five percent (25%) of the portion of the Allowance which is ratably attributable to a particular phase of Tenant’s 's Work covered by the applicable Draw Request shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion" as to seventy-five percent (75%) of Tenant's Work for such phase having been completed by Tenant as described hereinbelow, until ; (iii) Fifteen percent (15%) of the portion of the Allowance which is ratably attributable to a particular phase of Tenant's Work shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion" as to ninety percent (90%) of the Allowance has Tenant's Work for such phase having been distributed to Tenantcompleted by Tenant as described hereinbelow; (iiiv) The final ten percent (10%) of the portion of the Allowance which is ratably attributable to a particular phase of Tenant's Work shall be disbursed to Tenant when Landlord shall have received “"Evidence of Completion and Payment” Completion" as to one hundred percent (100%) of Tenant’s 's Work for such phase having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iiivi) below; (iiiv) As to each phase of completion of Tenant’s 's Work described in subparagraphs (i) through (viv) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after only when the portion of Tenant's Work covered by the Draw Request has been completed in a good and workmanlike manner and Landlord has received the following “"Evidence of Completion" as to the phase of Tenant's Work that has been completed: (A) Tenant has delivered to Landlord a draw request ("Draw Request") in a form reasonably satisfactory to Landlord and Landlord's lender with respect to the Improvements specifying that the requisite portion of Tenant's Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request. The Draw Request shall constitute a representation by Tenant that the Tenant's Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule; (B) The architect for the Tenant Improvements has certified to Landlord that the applicable phase of Tenant improvements has been completed to the level indicated in the Draw Request in accordance with the Final Plans; (C) Tenant has delivered to Landlord such reasonable evidence of Tenant's payment of the general contractor and subcontractors for the applicable phase of Tenant's Work covered by the Draw Request (or of the amounts owing to same) and the absence of any liens generated by such applicable phase of Tenant's Work as may be reasonably required by Landlord (i.e., either conditional releases, unconditional lien releases in accordance with California Civil Code Section 3262 or release bonds) in accordance with California Civil Code Sections 3143 and 3171); (D) Landlord or Landlord's architect or construction representative has inspected the Tenant improvements and determined that the applicable phase of Tenant's Work covered by the Draw Request has been completed in a good and workmanlike manner; (vi) The final disbursement of the balance of the Allowance shall be disbursed to Tenant only when Landlord has received Evidence of Completion as to all of Tenant's Work as provided hereinabove and Payment”the following conditions have been satisfied: (A) Thirty-five (35) days shall have elapsed following the filing of a valid notice of completion by Tenant for the applicable phase of Tenant Improvements; (B) A certificate of occupancy for the applicable phase of Tenant Improvements has been issued by the appropriate governmental body (or Tenant is otherwise entitled to a certificate of occupancy); (C) Tenant has delivered to Landlord with respect to the applicable phase of Tenant's Work: (i) properly executed mechanics lien releases from all of Tenant's contractors, agents and suppliers in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), which lien releases shall be conditional with respect to the then requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord; (ii) an application and certificate for payment (AIA form G702-1992 or equivalent) signed by the architect/space planner; (iii) original stamped building permit plans; (iv) copy of the building permit; (v) original stamped building permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form reasonably approved by Landlord) of the "as-built" drawings of the Tenant improvements; (vii) final punchlist completed and signed off by the architect/space planner; and (viii) an acceptance of the Expansion Space signed by Tenant. In addition to the foregoing, Tenant shall provide to Landlord air balance reports and manufacturers' warranties and operating instructions for any equipment installed in the Expansion Space; (D) Tenant has delivered to Landlord evidence reasonably satisfactory to Landlord that all construction costs in excess of the Allowance have been or will be paid for by Tenant. Notwithstanding anything to the contrary contained hereinabove, all disbursements of the Allowance shall be subject to the prior deduction of the portion of the Construction Administration Fee allocable to the Tenant Improvements described in the applicable Draw Request. If Landlord fails to timely fulfill its obligation to fund any portion of the Allowance, Tenant shall be entitled to deliver notice ("Payment Notice") thereof to Landlord and to the holder of any mortgage or trust deed encumbering the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within ten (10) days after Landlord's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such ten (10) day period explaining Landlord's reasons that Landlord believes that the amounts described in Tenant's Payment Notice are not due and payable by Landlord ("Refusal Notice"), Tenant shall be entitled, without limitation on Tenant's other rights or remedies, to fund such portion of the Allowance and to offset the amount so funded, together with interest at the Default Rate from the date of funding until the date of offset, against Tenant's next obligations to pay Rent. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, Landlord shall pay the undisputed amount and, within ten (10) days after Tenants receipt of a Refusal Notice, either party may submit such dispute to arbitration in accordance with the Lease. If Tenant prevails in any such arbitration, the award by the arbitrator shall include interest at the Default Rate calculated from the date of funding by Tenant, if any, until the date of Landlord's payment of such award. Also, if Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant's obligations to pay Rent, and the award shall include interest at the Default Rate calculated from the date of funding by Tenant, if any, until the date of Tenant's application of such amounts as a credit against Rent.

Disbursement of the Allowance. Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Tenant Work Letter, Landlord shall disburse the Allowance to Tenant, not more often than once per month, Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements as provided in Section 5(a) in accordance with the following: (i) Ninety Twenty-five percent (9025%) of each Draw Request the Allowance shall be disbursed to Tenant within thirty (30) days after when Landlord receives from Tenant shall have received “Evidence of Completion and Payment” as to that portion fifty percent (50%) of the Tenant’s Work covered by the applicable Draw Request having been completed and paid for by Tenant as described hereinbelow, until ; (ii) An additional Fifty percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to seventy-five percent (75%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow; (iii) An additional Fifteen percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to ninety percent (90%) of the Allowance has Tenant’s Work having been distributed to Tenantcompleted and paid for by Tenant as described hereinbelow; (iiiv) The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (iiivi) below; (iiiv) As to each phase of completion of Tenant’s Work described in subparagraphs (i) through (viv) above, the appropriate portion of the Allowance shall be disbursed to Tenant within forty five (45) days after only when Landlord has received the following “Evidence of Completion and Payment”: (A) Tenant has delivered to Landlord a draw request (“Draw Request”) in a form satisfactory to Landlord and Landlord’s lender with respect to the Improvements specifying that the requisite portion of Tenant’s Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant’s Work covered by the Draw Request. The Draw Request shall constitute a representation by Tenant that the Tenant’s Work identified therein has been substantially completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule and has been paid for; (B) The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans; (C) Tenant has delivered to Landlord such other evidence of Tenant’s payment of the general contractor and subcontractors for the portions of Tenant’s Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant’s Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171) or the passage of sufficient period such that the lien period provided for by statute has lapsed without any mechanic’s liens being recorded); (D) Landlord or Landlord’s architect or construction representative has inspected the Tenant Improvements and determined that the portion of Tenant’s Work covered by the Draw Request has been completed in a good and workmanlike manner; (vi) The final disbursement of the balance of the Allowance shall be disbursed to Tenant only when Landlord has received Evidence of Completion and Payment as to all of Tenant’s Work as provided hereinabove and the following conditions have been satisfied: (A) Thirty-five (35) days shall have elapsed following the filing of a valid notice of completion by Tenant for the Tenant Improvements; (B) A certificate of occupancy for the Tenant Improvements and the Premises has been issued by the appropriate governmental body; (C) Tenant has delivered to Landlord: (i) properly executed mechanics lien releases from all of Tenant’s contractors, agents and suppliers in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord; provided however, to the extent Tenant fails to obtain releases from all of its contractors, agents and suppliers, the passage of sufficient period such that the lien period has lapsed without any mechanic’s liens being recorded; (ii) an application and certificate for payment (AIA form G702-1992 or equivalent) signed by Tenant’s architect/space planner; (iii) original stamped building permit plans; (iv) copy of the building permit; (v) original stamped building permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form approved by Landlord) of the “as-built” drawings of the Tenant Improvements to the extent Tenant obtains “as built” drawings; (vii) air balance reports; (viii) excess energy use calculations; (ix) one year warranty letters from Tenant’s contractors as applicable; (x) manufacturer’s warranties and operating instructions; (xi) final punchlist completed and signed off by Tenant’s architect/space planner; and (xii) an acceptance of the Premises signed by Tenant; (D) Landlord has determined that no work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building; (E) The satisfaction of any other requirements or conditions which may be required or imposed by Landlord’s lender with respect to the construction of the Tenant Improvements; and (F) Tenant has delivered to Landlord evidence satisfactory to Landlord that all construction costs in excess of the Allowance have been paid for by Tenant.