Common use of Disbursement Clause in Contracts

Disbursement. Upon the completion of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that such Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowance.

Disbursement. Upon the completion of Tenant’s Work on each Floor, Tenant shall submit deliver to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): Landlord: (i) copies a request for payment of paid invoices and finalcontractors, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing laborers, materialmen and suppliers used by Tenant in connection with the Refurbished Improvements (such subcontractors, laborers, materialmen and suppliers, and the Contractor may be known collectively as "Tenant's Agents"), which shall be retained by Tenant and shall be subject to Landlord's reasonable prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that full payment has been received for subcontractors of Landlord's selection shall be retained by the design Contractor to perform all life safety, mechanical, electrical, plumbing, structural and construction of such Tenant’s Workheating, ventilation and air conditioning work; (ii) certification paid invoices from all Tenant’s architect Agents for labor rendered and engineer that all of materials delivered to the Premises for such Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable LawsRefurbished Improvements; (iii) a copy executed unconditional mechanics' lien releases from all of the building permit or job card for Tenant's Agents in such Tenant’s Work, showing that such Tenant’s Work has been finally approved form and content as reasonably required by the appropriate inspectorsLandlord; and (iv) any all other evidence information reasonably required requested by Landlord indicating that all legal requirements Landlord. Tenant's request for payment shall be deemed Tenant’s occupancy 's acceptance and approval of the Premises have been satisfied, that such work furnished and/or the materials supplied as set forth in Tenant’s Work in such Suite has been completed according to 's payment request except for punch list items. Within thirty (30) days after Landlord's receipt of the applicable approved Working Drawings and that the cost of all labor and materials has been paid information described in full. Tenant has an absolute obligation to provide the documents and materials listed items (i) through (iv) above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. , Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, deliver a construction management fee check made payable to Landlord Tenant in payment of the amounts so requested by Tenant (but in no event to exceed the amount of two percent (2%) the Refurbishment Allowance), provided that Landlord does not dispute any request for payment based on any substandard work. Landlord's payment of such amounts shall be deemed Landlord's approval or acceptance of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of work furnished or materials supplied as set forth in Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowance's payment request.

Disbursement. Upon the completion Tenant shall deliver to Landlord: (i) a request for payment of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Workgeneral contractor (“Contractor”), which notice Contractor shall be accompanied retained by all of the following (collectivelyTenant and shall be subject to Landlord’s reasonable prior written approval, “and which request shall be approved by Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Workin a form to be provided by Landlord; (ii) certification invoices from all subcontractors, laborers, materialmen and suppliers used by Tenant in connection with the Suite 300 Refurbished Improvements (such subcontractors, laborers, materialmen and suppliers, and the Contractor may be known collectively as “Tenant’s Agents”), for labor rendered and materials delivered to the Premises for the Suite 300 Refurbished Improvements: (iii) executed unconditional mechanics’ lien releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d) and either Section 3262(d)(3) or Section 3262(d)(4) (provided, however, if Tenant is unable to obtain all such releases, Landlord shall be entitled to delay the payment of the Suite 300 Refurbishment Allowance for a period of ninety (90) days following Tenant’s completion of the Suite 300 Refurbished Improvements, subject to the Building being free of mechanic’s liens resulting from Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy performance of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by the appropriate inspectorsSuite 300 Refurbished Improvements); and (iv) any all other evidence information reasonably required requested by Landlord indicating that all legal requirements for Landlord. Tenant’s occupancy request for payment shall be deemed Tenant’s acceptance and approval of the Premises have been satisfied, that such work furnished and/or the materials supplied as set forth in Tenant’s Work in such Suite has been completed according to payment request. Promptly thereafter, assuming Landlord receives all of the applicable approved Working Drawings and that the cost of all labor and materials has been paid information described in full. Tenant has an absolute obligation to provide the documents and materials listed items (i) through (iv), above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. , Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, deliver a construction management fee check made payable to Landlord Tenant in payment of the amounts so requested by Tenant (but in no event to exceed the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the SuitesSuite 300 Refurbishment Allowance), and one percent (1%) provided that Landlord does not dispute any request for payment based on non-compliance of any additional hard costs of Tenant’s Work performed thereafter anywhere in work with the SuitesSuite 300 Refurbishment Drawings, or due to any substandard work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt payment of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord amounts shall not be required to pay any portion deemed Landlord’s approval or acceptance of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancework furnished or materials supplied as set forth in Tenant’s payment request.

Disbursement. Upon In order to receive disbursement of the completion of Tenant’s Work on each FloorImprovement Allowance, Tenant shall submit deliver to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): Landlord: (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received a request for the design and construction of such Tenant’s Workdisbursement in form approved by Landlord; (ii) certification copies of the invoices for which reimbursement is being sought; (iii) a statement from Tenant’s architect Contractor showing the schedule, by trade, of the percentage of completion of the Work, detailing the portion of the Work completed and engineer that all of the portion not completed, in such detail as is reasonably acceptable to Landlord; (iv) mechanics’ and materialmen’s lien releases for the Premises and the Building from Tenant’s Contractor, all subcontractors and all materials suppliers for all work, labor, services and materials for which reimbursement is being sought, which lien releases shall be in form satisfactory to Landlord; and (v) all other information reasonably requested by Landlord with respect to the Work and the costs for which reimbursement is being sought. Provided that: (1) the foregoing information is delivered to Landlord; (2) the Work for which reimbursement is being sought has been completed in accordance with the Working Drawings Final Plans approved by Landlord and in compliance with all applicable LawsLandlord; (iii3) a copy of the building permit or job card Work for such Tenant’s Work, showing that such Tenant’s Work which reimbursement is being sought has been finally approved by physically incorporated into the appropriate inspectorsPremises, free of any security interest, lien or encumbrance; and (iv4) Landlord does not dispute any other evidence reasonably required request for payment based on Tenant’s non-compliance with any term of this Workletter or the Lease, then Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s Contractor for the Work in an amount equal to the amount set forth in Tenant’s subject request. No such payment by Landlord indicating that all legal requirements for Tenantshall be deemed Landlord’s occupancy approval or acceptance of the Premises have been satisfied, that such Work furnished or materials supplied as are described in any request for disbursement of the Improvement Allowance submitted by Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior have no obligation to make more than one disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere Improvement Allowance in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancecalendar month.

Disbursement. Upon A. Servicer will administer the completion disbursement of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of such Tenant’s Work has been completed my Grant Porceeds in accordance with industry practices, which may includeeth claim settlement procedures of Xxxxxx XxxX, xxxxxx Mac and/or FHA. Servicer will use its discretion in determining the Working Drawings approved by Landlord amount and in compliance with all applicable Laws; (iii) a copy timing of the building permit disbursements, commensurate with the progress othf e Work and consistent with standard industry practices. At Servicer's discretion, Grant Proceeds may be disbursed by cchke(s) payable jointly to me and the Contractor(s) with whom I may contract to perform the Work (the"Contractor(s)") or job card to me individually. B. Servicer may disburse Grant Proceeds to reimburse mefor the cost and/or value of any repairs that I have already completed using other funds, provided that I submit copies opf aid receipts and descriptions or other satisfactory evidence thta such repairs have been performed, such as an estimate of thvealue of the completed repairs from an adjuster acceptable to Servicer. I am not entitled to reimbursement from the GranPt roceeds for these repairs if hI ave already been paid or reimburesd through insurance proceeds or public or pivrate grants for such Tenant’s Workrepairs. If requested, showing that such Tenant’s Work has been finally approved by I agree to disclose to Servicer the appropriate inspectors; and (iv) amonut of any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy insurance, grant or loan benefits I have received with repsect to my Home. Servicer may require an inspection of the Premises have been satisfied, that such Tenant’s repairs completed before disbursement of Grant Proceeds. C. My Grant Proceeds will be disbursed for Work in such Suite has been completed according accodrance with a Disbursement Schedule, which will typically be as follows: i. 1st disbursement: 10% of the total Grant Proceeds, or $7,500.00, whichever is less (but not less th $2,500.00), will be disbursed upon execution of a contract xxxxx pair to cover the applicable approved Working Drawings and that the initial cost of all labor materials and materials has been paid in fulllabo needed to repair damages to or rebuild my Home, as applicable. ii. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord 2nd disbursement: Grant Proceeds in the amount of two percent (2%) up to 1/3 of the first One Hundred Thousand Dollars ($100,000.00) funds necessary to repair or rebuild my Hom as applicable, upon completion of at least 1/3 of the hard costs of Tenant’s Work neecssary repairs or rebuilding, as confirmed by a inspection performed anywhere by the Servicer oar third party inspector on Servicer's behalf. iii. 3rd disbursement: Grant Proceeds in the Suitesamount up to 1/3 of the funds necessary to repair or rebuild my Hom as applicable, upon completion of at least2/3 of the necessary repairs or rebiulding, as confirmed by a inspection performed by the Servicer or a third party inspector on Servicer's behalf. iv. Final disbursement: All remaining Grant Proceedswill be released upon completion of work, as confirmed b final Servicer inspection, and one percent (my or myContractor's submission to the Servicer of the documents required Section 3 related to the final disbursement. D. Throughout the disbursement process, Servicer will reitna the discretion and flexibility to modify these disbursement procedures as needed to address issues on a case-by-case bisasto accommodate insurance proceeds, unique circumstances, specific risks and applicable law. E. Servicer will retain undisbursed Grant Proceeds in a deposaitccount at a federally insured financial institution. If Grnat Proceeds are held in my Disbursement Account for more than30 days, the undisbursed Proceeds will earn interest at the Interest Rate indicated on page 1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant Accrued interest will be paidto me within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For final disbursement of Grant Proceeds. F. If the avoidance amount of doubtGrant Proceeds that I qualify to receive exceeds the actual cost of completing the Work on my Home, Servicer will disburse the Construction Allowance shall be paid with respect excess to each Floor only upon the full and final me within 30 days afteIrprovide all evidence reasonablyerquired by Servicer to document satisfactory completion of the Tenant’s Work on and payment of any Contractor(s). G. When Servicer holds multiple sources of funds for the puprose of repairing or rebuilding my Home, the Servicer shall give insurance proceeds priority over Grant Proceeds in payment omfy Contractor(s) for such Floor. Landlord shall not repairs to my Home, or for reimbursement to me for repairs to my Home that have already be required completed, or for disbursement to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowanceme.

Disbursement. Upon Except as otherwise provided in this Work Letter, the completion Allowance shall be disbursed by Landlord only for the following items (the “Allowance Items”): (a) the fees of Landlord’s or Tenant’s architect or engineers; (b) plan-check, permit and license fees relating to performance of the Tenant Improvement Work; (c) the cost of performing the Tenant Improvement Work, including after-hours charges, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; (d) the cost of any change to the base, shell or core of the Premises required by the Plans (defined in Section 2.1 below) (including if such change is due to the fact that such work is prepared on an unoccupied basis), including all direct architectural and/or engineering fees and expenses incurred in connection therewith; (e) the cost of any change to the Plans or Tenant Improvement Work on each Floorrequired by Law; (f) the Landlord Supervision Fee (defined in Section 3.2.2 below); (g) sales and use taxes; and (h) all other costs expended by Landlord in connection with the performance of the Tenant Improvement Work. In addition, Tenant shall submit to Landlord a written notice indicating that Tenant has completed if any portion of the Allowance remains after the Allowance Items above have been fully paid for, Landlord, upon Tenant’s Workrequest, which notice shall disburse such portion of the Allowance (the “Excess Allowance”) to Tenant, to be applied toward the reasonable costs of installing data and telecommunications cabling, and moving Tenant’s furniture, equipment and/or personal property into the Premises, within 30 days after receiving paid invoices from Tenant with respect to such costs; provided, however, that in no event shall the Excess Allowance exceed Three Hundred Eighty-Two Thousand Five Hundred Fifty-Six and 16/100 Dollars ($382,556.16) (i.e., $5.93 per rentable square foot of the Premises). Notwithstanding anything to the contrary in this Work Letter, the cost of the Tenant Improvement Work shall not include (and Landlord shall be accompanied solely responsible for and the Allowance shall not be used for) the following: (i) increased construction costs resulting from material changes to the Tenant Improvements shown on or described in the Approved Construction Drawings, unless otherwise approved or requested by all Tenant or resulting from the unavailability of specified equipment or materials or from unforeseen field conditions (in which case Landlord shall use commercially reasonable efforts to minimize the following nature and extent of such changes) (collectively, “Tenant’s Completion NoticeApproved Change Orders”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Work); (ii) certification from Tenant’s architect attorneys’ fees incurred in connection with negotiation of construction contracts, and engineer that all attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (iii) interest and other costs of such Tenant’s financing construction costs; (iv) costs incurred as a consequence of a delay in the completion of the Tenant Improvement Work has been completed caused by Landlord, or by any construction defects or default by the Contractor (as defined in accordance with Section 3.1 below) under the Working Drawings approved Construction Contract (as defined in Section 3.2.3 below); (v) costs recovered by Landlord upon account of warranties or insurance; (vi) restoration costs as a consequence of a Casualty (excluding commercially reasonable deductibles); (vii) penalties and in late charges attributable to Landlord’s failure to pay construction costs; (viii) costs to bring the exterior of the Property into compliance with all applicable Laws; (iiiix) a copy wages, labor and overhead for overtime and premium time, unless approved by Tenant or included in the Construction Pricing Proposal (as defined in Section 2.4 below); (x) management costs incurred by Landlord in excess of the building permit or job card Landlord Supervision Fee; (xi) construction costs in excess of the Construction Pricing Proposal, except for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by the appropriate inspectorsincreases set forth in Approved Change Orders; and (ivxii) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that such Tenant’s Work in such Suite has been completed according costs incurred due to the applicable approved Working Drawings and that presence of Hazardous Materials on the cost of all labor and materials has been paid in full. Tenant has an absolute obligation Property, except to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct extent resulting from the Construction Allowance, prior to disbursement to Tenant, Use of such Hazardous Materials by a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceParty.

Disbursement. Upon the completion of Tenant’s Work on Procedures ----------------------- III.1 Draw Requests ------------- (a) For each Floordisbursement, Tenant shall Borrower must submit to Landlord Lender a written notice indicating that Tenant has completed Tenant’s Workrequest signed by Borrower or its agent designated below and its contractor, which notice shall be accompanied by all of the following together with such documentation and information as Lender requires (collectively, “Tenant’s Completion Notice”): a "Draw Request"). Each Draw Request must be acceptable in form and substance to Lender in the exercise of its reasonable judgment and include such items of information and documentation, including invoices, canceled checks, lien waivers and other evidence as Lender requires, to show that Borrower is in compliance with the Loan Documents. If Lender so requires, any given Draw Request also must include written certification by the Facility architect and the contractor that the Facility as constructed to date conform to the plans and specifications previously approved by Lender. (b) In each Draw Request, Borrower must request disbursement for one or more specified line items of the cost breakdown. Borrower may submit a Draw Request to Lender on or about the 1st day of each month, unless Lender agrees to make disbursements more frequently than once a month. Borrower must use all Loan funds strictly for the purposes for which they are disbursed. (c) Unless Borrower has notified Lender in writing to the contrary, each Draw Request constitutes Borrower's representation and warranty to Lender that (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Work; Loan is "in balance," (ii) certification from Tenant’s architect all prior disbursements, as well as that currently being requested, were and engineer that all of such Tenant’s Work has been completed will be used in accordance strict compliance with the Working Drawings approved by Landlord cost breakdown and in compliance with all applicable Laws; (iii) a copy no Event of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work Default has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that such Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suitesoccurred, and one percent (1%) no event has occurred that, with notice or the passage of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubttime, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during could become an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceDefault.

Disbursement. Upon the completion On or before December 31, 2012, Tenant shall deliver to Landlord: (i) a request for payment of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Workgeneral contractor (“Contractor”), which notice Contractor shall be accompanied selected and retained by all Tenant and shall be either (A) selected from Landlord’s list of the following approved general contractors, or (collectivelyB) selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed), “and which request shall be approved by Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Workin a form to be provided by Landlord; (ii) certification invoices from all subcontractors, laborers, materialmen and suppliers used by Tenant in connection with the 10220 Refurbished Improvements (such subcontractors, laborers, materialmen and suppliers, and the Contractor may be known collectively as “Tenant’s architect Agents”), for labor rendered and engineer that all of such Tenant’s Work has been completed in accordance with materials delivered to the Working Drawings approved by Landlord and in compliance with all applicable Laws10220 Expansion Space for the 10220 Refurbished Improvements; (iii) a copy executed unconditional mechanics’ lien releases from all of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by Agents which shall comply with the appropriate inspectorsprovisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d) and either Section 3262(d)(3) or Section 3262(d)(4); and (iv) any all other evidence information reasonably required requested by Landlord indicating that all legal requirements for Landlord. Tenant’s occupancy request for payment shall be deemed Tenant’s acceptance and approval of the Premises have been satisfied, that such work furnished and/or the materials supplied as set forth in Tenant’s Work in such Suite has been completed according to payment request. Promptly thereafter, assuming Landlord receives all of the applicable approved Working Drawings and that the cost of all labor and materials has been paid information described in full. Tenant has an absolute obligation to provide the documents and materials listed items (i) through (iv), above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. , Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, deliver a construction management fee check made payable to Landlord Tenant in payment of the amounts so requested by Tenant (but in no event to exceed the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites10220 Refurbishment Allowance), and one percent (1%) provided that Landlord does not dispute any request for payment based on non-compliance of any additional hard costs of Tenant’s Work performed thereafter anywhere in work with the SuitesRefurbishment Drawings, or due to any substandard work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt payment of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord amounts shall not be required to pay any portion deemed Landlord’s approval or acceptance of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancework furnished or materials supplied as set forth in Tenant’s payment request.

Disbursement. Upon (a) Lender shall disburse the completion Restoration Proceeds during the course of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of repair or restoration upon the following (collectively, “Tenant’s Completion Notice”): conditions (i) copies if required by Lender, the certification of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for Lender's Inspector as to the design and construction cost of such Tenant’s Workthe work done; (ii) certification the conformity, as determined by Lender, of the work to plans and specifications approved by Lender (if such plans and specifications are required under Section 7.8 above); (iii) receipt of evidence from Tenant’s architect a title insurance company acceptable to Lender that there are no liens arising out of the repair or restoration or otherwise; and engineer that all (iv) lien waivers and any other documents and instruments or items which may be required by Lender. Notwithstanding the above, a portion of the Restoration Proceeds may be released prior to the commencement of repair or restoration to pay for items approved by Lender. (b) In no event shall Lender be obligated to make disbursements of Restoration Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as determined by Lender, less, as to each contractor, subcontractor or materialman engaged in a Restoration, an amount equal to the greater of (i) ten percent (10%) of the costs actually incurred for work in place as part of such Tenant’s Work Restoration, as reasonably determined by Lender, until 50% of the Restoration is complete and then five percent (5%) of the costs actually incurred for work in place as part of such Restoration, as reasonably determined by Lender; and (ii) the amount actually withheld by Borrower (the "Casualty Retainage"). The Casualty Retainage shall not be released until Lender determines that the Restoration has been completed in accordance with the Working Drawings approved by Landlord provisions of this Agreement and in compliance with that all applicable Laws; (iii) a copy approvals necessary for the re-occupancy and use of the building permit or job card for such Tenant’s WorkProperty have been obtained from all appropriate Governmental Authorities, showing and Lender receives evidence satisfactory to Lender that such Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy costs of the Premises Restoration have been satisfied, that such Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in fullfull or will be paid in full out of the Casualty Retainage. Tenant has an absolute obligation LOAN AGREEMENT 49 Loan No. 374-1407 (c) At its option, Lender shall (i) provided no Event of Default exists, promptly disburse to provide Borrower the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay balance of the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to Restoration Proceeds after full disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%accordance with Section 7.8(c) of the first One Hundred Thousand Dollars this Agreement; or ($100,000.00ii) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during if an Event of Default exists, apply such balance to the Obligations, whether or not then due, in such order as Lender shall determine. (d) In all cases (i) in which any destruction of the Property by Tenant under fire or other Casualty occurs during the Lease. Tenant last six (6) months prior to the Maturity Date or (ii) in Lender's reasonable judgment, Borrower is not proceeding with the repair or restoration in a manner that would entitle Borrower to have the Restoration Proceeds disbursed to it, or (iii) for any other reason Lender reasonably determines in its judgment that Borrower shall not be entitled to any credit for any unused portion the Restoration Proceeds pursuant to the terms of this Agreement, Lender shall have the options to apply the balance of the Construction AllowanceRestoration Proceeds to the Obligations, whether or not then due, in such order as Lender shall determine (without the payment of any prepayment fee or penalty provided no Event of Default then exists). (e) Under no circumstances shall Lender become personally liable for the fulfillment of the terms, covenants and conditions contained in any of the Leases or obligated to take any action to repair or restore the Property.

Disbursement. Upon The following provisions shall be applicable with respect to disbursement of the completion Loan: (a) The scope of Tenant’s Work the Building renovation is described in Exhibit B (“Project”). The costs set forth in the attached Exhibit C, incorporated herein by reference, provides a summary description of the costs of renovating the Building that will be financed by TURA through the Loan and the Grant (the “TURA Financing”) up to $100,000 (“Eligible Costs”); DRAFT (b) The Loan will be disbursed in monthly installments during construction on each Floor, Tenant shall the basis of reimbursement for Eligible Costs. Borrower will submit to Landlord a written notice indicating that Tenant has TURA the first itemized progress billing on or before 15, 2014 and itemized progress xxxxxxxx on or before the fifteenth of each month thereafter for the additional Eligible Costs completed Tenant’s Work, which notice shall be accompanied by all through the 30th day of the following (collectively, “Tenant’s Completion Notice”): preceding month until the Loan amount is fully disbursed. Each progress billing shall include or have attached the following: (i) copies A percentage completion of paid invoices the work on each line item set forth in Exhibit C allocated for TURA Financing; (ii) Copies of all applicable subcontractor and/or material invoices; and (iii) A 10% general contractor fee, calculated on the amount of the progress billing, excluding the general contractor fee. (c) Within ten (10) days after submission of each progress billing by Borrower, an inspection shall be made by a representative of TURA and final, unconditional lien waivers from Tenantif: (i) Progress has been made on the items of renovation listed in Exhibit B in accordance with the progress billing submitted by Borrower; (ii) TURA’s architect, engineer, Contract Committee is reasonably satisfied with the progress billing and its attachments; (iii) No default has occurred and is continuing under this Agreement; and (iv) The general contractor and all subcontractorssubcontractors shall have been paid for amounts covered by prior progress xxxxxxxx, showing that full payment has been received for then the design and construction of such Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance with progress billing shall be paid by TURA to the Working Drawings approved general contractor by Landlord and in compliance with all applicable Laws; (iii) a copy the 2nd Thursday of the building permit or job card for such Tenant’s Workmonth following the month in which the progress billing was submitted by Borrower. In the event the representative of TURA, showing that such Tenant’s Work has been finally approved by upon inspection, believes the appropriate inspectors; and (ivcriteria set forth in this paragraph 3(c) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have not been satisfied, that such TenantTURA shall provide written notice to Borrower on or before the 1st Thursday of the month following the month in which the progress billing was submitted setting forth TURA’s Work in such Suite has been completed according objection to payment and the reasons for TURA’s objections. (d) Except for funds available to the applicable approved Working Drawings Borrower as the Grant, Borrower will provide all funds to cover costs of the Building renovation and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord additional costs incurred in the amount Building renovation as a result of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere cost overruns or unanticipated expenses in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceBuilding renovation.

Disbursement. Upon the completion Tenant shall deliver to Landlord: (i) a request for payment of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following general contractor (collectively, “Tenant’s Completion NoticeContractor”): (i) copies of paid invoices and final), unconditional lien waivers from which Tenant’s architectContractor shall be retained by Tenant and shall be subject to Landlord’s reasonable prior written approval, engineerwhich approval shall not be unreasonably withheld, general contractor conditioned or delayed (and all subcontractors, showing that full payment has been received for the design and construction of such with Landlord hereby pre-approving Arithane as Tenant’s WorkContractor), and which request shall be approved by Tenant, in a form to be provided by Landlord; (ii) certification paid invoices from all subcontractors, laborers, materialmen and suppliers used by Tenant in connection with the Roof Work (such subcontractors, laborers, materialmen and suppliers, and the Tenant’s architect and engineer that all of such Contractor may be known collectively as EXHIBIT B -0- XXXXXX XXXXX SCIENCE CENTER Regulus Therapeutics “Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord Agents”), for labor rendered and in compliance with all applicable Lawsmaterials delivered for such Roof Work; (iii) a copy executed unconditional mechanics’ lien releases from all of the building permit or job card for such Tenant’s Work, showing that Agents in such Tenant’s Work has been finally approved form and content as reasonably required by the appropriate inspectorsLandlord; and (iv) any all other evidence information reasonably required requested by Landlord indicating that all legal requirements for Landlord. Tenant’s occupancy request for payment shall be deemed Tenant’s acceptance and approval of the Premises have been satisfied, that such work furnished and/or the materials supplied as set forth in Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in fullpayment request except for punch list items. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent Within thirty (2%30) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of the applicable information described in items (i) through (iv) above, Landlord shall deliver a check made payable to Tenant or Tenant’s Completion Notice (including all Contractor, as directed by Tenant, in payment of the materials and documentation specified above). For amounts so requested by Tenant (but in no event to exceed the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion amount of the TenantRoof Allowance), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Drawings, or due to any substandard work. Landlord’s Work on payment of such Floor. Landlord amounts shall not be required to pay any portion deemed Landlord’s approval or acceptance of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancework furnished or materials supplied as set forth in Tenant’s payment request.

Disbursement. Upon The obligation of Lender to disburse proceeds of the completion of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice Real Estate Loan shall be accompanied by all contingent upon the Borrowers' satisfaction of the following (collectivelyconditions, “Tenant’s Completion Notice”): except as may be modified or waived by Lender in writing: (i) copies of paid invoices The Real Estate Borrowers shall have obtained and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) delivered to Lender a copy of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that such Tenant’s Work in such Suite has been completed according commitment to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, issue a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid mortgagee's title insurance policy with respect to each Floor only upon parcel of Real Property Collateral. The title insurance company issuing said commitment, the full scope of coverage afforded thereby, and final completion all exceptions to title therein set forth shall be subject to the Lender's review and approval. Upon funding of the Tenant’s Work on Real Estate Loan, the Real Estate Borrowers shall provide a title insurance policy to Lender with respect to each parcel of Real Property Collateral, together with such Floor. Landlord shall not be required to pay any portion endorsements thereto as the Lender may deem necessary after its review of the Construction Allowance at any time during an Event of Default title commitments. All search fees, commitment fees, abstract fees, title insurance premiums or other charges in connection with such commitments or policies shall be paid by Tenant under the Lease. Tenant Real Estate Borrower; and, (ii) The Real Estate Borrowers shall not be entitled have executed and delivered to any credit for any unused portion Lender such Real Property Security Documents as the Lender may require, and the same shall have been reviewed and approved as to form and compliance with local laws by each title insurance company providing title coverage to Lender as contemplated in item (i) above; and, (iii) The Real Property Security Documents shall have been properly recorded in all applicable recording offices, and the Real Estate Borrowers shall have paid all recording fees, taxes or other charges in connection therewith; and, (iv) Each of the Construction AllowanceBorrowers which is not a Real Estate Borrower shall have executed and delivered to Lender an unconditional guaranty of payment and performance with respect to the Real Estate Loan in form and content satisfactory to Lender; and, (v) The Real Estate Borrowers shall have satisfied such other conditions as the Lender may reasonably require as a prerequisite to funding the Real Estate Loan. Upon satisfaction of the foregoing conditions, the Real Estate Loan shall be disbursed in full to or for the account of the Real Estate Borrowers.

Disbursement. Upon Provided Tenant is not then in default under the completion Lease, Landlord shall disburse the Allowance (not more than one disbursement per month) to Tenant or, at Landlord’s election, directly to Tenant's general contractor, within a reasonable time (not to exceed thirty [30] days) after receipt of Tenant’s Work on each Floor, Tenant shall submit to Landlord a 's written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all request for reimbursement and satisfaction of the following (collectively"Evidence of Completion and Payment", “Tenant’s Completion Notice”): provided that (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that such Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay disburse any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant for Phase I prior to May 1, 2016, (ii) Landlord shall not be entitled required to disburse any credit for any unused portion of the Construction AllowanceAllowance for Phase II prior to October 1, 2017, and (iii) in no event shall Landlord be required to disburse amounts greater than the total construction costs then incurred and paid by Tenant in connection with such portions of the Tenant Improvements as evidenced in the Required Submissions for such disbursement, or Landlord's Share of such total construction costs, as the case may be: (1) Landlord shall have received a written draw request ("Draw Request") from Tenant in a form satisfactory to Landlord and Landlord's Lender with respect to the Tenant Improvements specifying that the requisite portion of the Tenant Improvements has been completed. The Draw Request shall constitute a representation by Tenant that the Tenant Improvements identified therein have been completed in a good and workmanlike manner and in accordance with the Final Plans, the Work Schedule and applicable laws and regulations; (2) Landlord shall have received written certification from the Architect that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans; (3) Landlord’s construction representative shall have inspected the Tenant Improvements and determined that the portion of the Tenant Improvements covered by the Draw Request has been completed in a good and workmanlike manner; (4) Landlord shall have received from Tenant the following Required Submissions: (i) all applicable preliminary 20-day notices if the same have not already been provided to Landlord; (ii) all applications for payment including, without limitation, a standard AIA G702 Application for Payment form, in reasonable detail as required by Landlord or Landlord's Lender; (iii) a reasonably detailed invoice, xxxx of sale or other transfer of title for any materials, supplies and equipment covered in the Draw Request, including project name, description of the materials being stored or incorporated in the Tenant Improvements, including general quantities thereof, and which is for the same amount being requested for such items on each applicable pay application line, (iv) a certificate of insurance in the form required herein, identifying the project, the materials, supplies or equipment covered, and the invoice amount being requested; (v) proof that the Tenant Improvements for which payment is sought have been completed and/or that the materials covered by the Draw Request have been incorporated into the Tenant Improvements, or stored in the Building (including description of the areas where such materials, supplies or equipment are being stored and such verification thereof [including photographs] as may be required by Landlord's Lender), which proof may be satisfied by a signed statement from Tenant’s general contractor; (vi) paid invoices or other proof of payment reasonably required by Landlord; (vii) an unconditional waiver and release on progress payment, in form and content as provided by ARS Section 33-1008.D (or any successor statute) and otherwise acceptable to Landlord and Landlord's Lender, from Tenant's general contractor and every other contractor, subcontractor and party actually providing or fabricating the labor, services or materials and architects retained by Tenant for the Tenant Improvements for which payment is requested; and (viii) releases of all liens which may have been filed with respect to the applicable Tenant Improvements; provided, however, the final ten percent (10%) of the Allowance shall not be disbursed until Landlord shall have received from Tenant all of the Required Submissions with respect to the applicable Phase of the Building; (5) Landlord shall have determined that no Tenant Improvements exist which adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, or the structure or exterior appearance of the Building; and, (6) Any other requirements or conditions which may be required or imposed by Landlord’s Lender with respect to the construction of the Tenant Improvements shall have been satisfied. Notwithstanding anything to the contrary contained hereinabove, all disbursements of the Allowance shall be subject to the prior deduction of the portion of Landlord's construction management fee allocable to the Tenant Improvements described in the applicable Draw Request. The Allowance being furnished herein is a one-time allowance only and Tenant shall be solely responsible for all costs of any future improvements or alterations which may be permitted or required under the Lease or which Landlord may otherwise authorize in writing.

Disbursement. Upon the completion of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that such Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord The Lenders shall not be required to pay any portion make the Disbursement hereunder unless (a) the Borrower shall, prior to or concurrently with such Disbursement, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (a) The duly executed originals of the Construction Allowance at any time during Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, and the Subsidiary Guaranty; (A) Certificates of good standing for the Borrower from the states of organization of the Borrower, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) current foreign qualification certificates for the Borrower, certified by the appropriate governmental officer, for each other jurisdiction where the failure of the Borrower to so qualify or be licensed (if required) would have a Material Adverse Effect; (c) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower certified by an Event officer of Default the Borrower, together with all amendments thereto; (d) Incumbency certificates, executed by Tenant under officers of the Lease. Tenant Borrower, which shall not identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any credit change in writing by the Borrower; (e) Copies, certified by a Secretary or an Assistant Secretary of the Borrower of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any unused portion Lender) authorizing the Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Construction AllowanceLoan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (f) A written opinion of the Borrower’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in such form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (h) The most recent financial statements of the Borrower; (i) UCC financing statement, judgment, and tax lien searches with respect to the Borrower from its State of organization; (j) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A true, correct and complete copy of the documents pursuant to which Borrower is acquiring the Acquisition Properties, together with such evidence as the Administrative Agent may require that all conditions precedent, including required approvals, in connection with the Merger and acquisition of the Acquisition Properties shall have been satisfied (or waived), and that the Merger and acquisition of the Acquisition Properties shall have closed simultaneously with the disbursement of the Facility; (l) A pro-forma compliance certificate in the form of Exhibit C as of the most recent date available, executed by the Borrower’s chief financial officer or chief accounting officer prepared on the assumption that the Merger has closed; (m) Copies of any consent and/or waiver under the Revolving Credit Agreement or other agreements that are required to consummate the acquisition of the Acquisition Properties and to complete the transactions related thereto; (n) Evidence satisfactory to Lenders that the amount of the Facility, plus the amount of mortgage debt secured by the Acquisition Properties, does not exceed 70% of the total purchase price of the Acquisition Properties; and (o) Such other documents as any Lender or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Disbursement. Upon Landlord shall disburse directly to Tenant, the completion Cost of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by but not in excess of the Allowance within thirty (30) days following receipt of a schedule reflecting such costs, together with paid invoices supporting such costs, and satisfaction of all of the following conditions, but in no event earlier than July 16, 2010: (collectivelya) Receipt by Landlord of a set of “as built” drawings for Tenants Work and a copy of all warranties, “Tenant’s Completion Notice”): (i) copies of paid invoices and finalin effect, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such with respect to Tenant’s Work; ; (iib) certification Receipt by Landlord of a certificate from Tenant’s architect and engineer that all of such Tenant’s Work has been fully completed in accordance with the Working Drawings approved and all punch list items have been corrected; (c) Receipt by Landlord of evidence of payment by Tenant of all other costs, including extras and change orders, if any, with respect to Tenant’s Work in compliance with all applicable Laws; (iii) a copy excess of the building permit Allowance; (d) The receipt of lien releases from the general contractor and all other persons who performed work on or job card supplied materials for such use in or have lien rights with respect to Tenant’s Work; (e) Issuance of a certificate of occupancy for the Premises by the City of Seattle, if required; and (f) The Term of the Lease has commenced. No payment shall be made while Tenant is in default under this Lease or the Sublease. If, and to the extent that the full Allowance is not spent on the cost of Tenant’s Work, showing that such then so long as Tenant is not in default under this Lease or the Sublease, upon Tenant’s Work request on or after July 16, 2010 Landlord shall apply any remaining balance of the Allowance to the Rents coming due under this Lease until the remaining balance has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy exhausted, If this Lease is terminated prior to exhaustion of the Premises have been satisfiedremaining balance of the Allowance, that such Tenant’s Work in such Suite has been completed according all Tenant rights as to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord then-remaining balance shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowanceterminate.

Disbursement. Upon Landlord shall have the completion right to disburse the Tenant Improvement Allowance for such Tenant Improvement Costs in accordance with the provisions of this Work Letter Agreement and in such order as Landlord shall determine; provided, however, notwithstanding anything in this Work Letter Agreement to the contrary, Landlord shall not be authorized to incur, or pay any portion of the Tenant Improvement Allowance, overtime wages or like changes to contractor (or any subcontractors) in connection with the construction of the Tenant Improvements, unless such overtime has been authorized by Tenant in writing prior to being incurred, which authorization may be given or withheld in Tenant's sole and absolute discretion. Tenant shall have the right to apply any portion of the Tenant Improvement Allowance to Tenant's actual, out-of-pocket expenses (including fees and reimbursable expenses, where applicable) of Tenant’s Work on each Floor's Agents (defined below), Tenant shall submit including without limitation, the following types of fees, costs and expenses: (A) Tenant's third-party construction manager, (B) purchasing and installing cabling, conduits and/or data or telecommunications wiring, (C) the design, construction and installation of Tenant's signage, (D) Tenant's security system and related equipment and the installation thereof, (E) relocation and moving costs in connection with Tenant's relocation and move-in to Landlord a written notice indicating that Tenant has completed Tenant’s Workthe Premises, which notice shall be accompanied by all (F) movable and built-in furniture, (G) trade fixtures and other fixtures, (H) modifications or improvements to the landscaping of the following Premises, (I) interior and landscape design services, (J) Tenant's enforcement of the Design and Construction Warranties against Architect, the Engineers and/or the Contractor (and any of Contractor's subcontractors or suppliers), and (K) other interior decorations intended to be used or installed by Tenant at the Premises. As used herein, "Tenant's Agents" shall mean collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and finalthe all contractors, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for laborers, materialmen, suppliers and other third-parties directly retained by Tenant in connection with the design and construction of such the Tenant Improvements, Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance with 's relocation to the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by the appropriate inspectors; Premises and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that such Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Substantial Completion) Tenant’s Completion Notice (including all 's use and occupancy of the materials Premises. In the event that, (1) Tenant desires Landlord to disburse the Tenant Improvement Allowance for Tenant Improvement Costs payable directly by Tenant and documentation specified above). For the avoidance of doubt(2) in Landlord's commercially reasonable judgment, the Construction Tenant Improvement Allowance shall be paid with respect is sufficient to each Floor only upon cover the full and final completion (a) amount of the Tenant Improvement Costs to be incurred by Landlord and (b) the amounts desired to be so disbursed by Tenant’s Work on , Landlord shall make such Floordisbursements to Tenant pursuant to this Section 2(c)(iii). Landlord shall not be required to pay any portion make more than one such disbursement to Tenant per calendar month and then only if on or before the twenty-fifty (25th) day of the Construction Allowance preceding calendar month, Tenant delivers to Landlord (i) a request for payment substantially in the form of AIA Document G702, (ii) invoices from all of Tenant's Agents covered by Tenant's request for disbursement, (iii) executed mechanic's lien releases from all of such Tenant's Agents that are entitled to lien rights; and (iv) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment request vis-a-vis the Landlord. Provided that such request for disbursement (and the work covered hereby) is, in Landlord's commercially reasonable judgment, not defective or deficient, on or before the last day of the calendar month following Landlord's receipt of such request, Landlord shall deliver a check to Tenant made payable to either Tenant's Agent or Tenant (at any time during an Event the election of Default Landlord), in the amount requested to be disbursed by Tenant under the LeaseTenant. Tenant Landlord's payment of such amounts shall not be entitled to any credit for any unused portion deemed Landlord's approval or acceptance of the Construction Allowancework furnished (or materials supplied, if any) as set forth in Tenant's payment request.

Disbursement. Upon the completion of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice a) The Borrower shall be accompanied permitted to drawdown from the Loan subject to the Borrower handing over to the Bank such documents, as may be applicable to the Loan and required by all the Bank. The Loan may be disbursed either in a single tranche or in multiple tranches. b) The obligation of the following (collectively, “Tenant’s Completion Notice”): (Bank to make any disbursement/permitting to drawdown shall be subject to the Borrower furnishing evidence to the complete satisfaction of the Bank about the proposed utilization of the proceeds. The disbursement shall also be subject to fulfilment of conditions precedent and confirmation on all representations continuing to be true and correct. c) All disbursements shall be made by the Bank either to: i) copies the Borrower’s account; or ii) a third party’s account if so required by the Borrower, By way of paid invoices transfer by RTGS/ NEFT. The Borrower hereby agrees and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing confirms that full payment has the date of such transfer by RTGS/ NEFT would be deemed to be the date of disbursement to the Borrower irrespective of the date on which the Disbursement may have been received by the Borrower or the relevant third party. d) The right of the Borrower to make drawals under the Loan shall cease on the expiry of the Availability Period, unless permitted by the Bank. e) The transaction expenses incurred by the Bank for the design and construction purpose of such Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance with granting the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work has been finally approved Loan shall be adjusted by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that such Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct Bank from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%the relevant Disbursement under the Loan. f) At the time of each Disbursement the Borrower undertakes and agrees to hand over to the Bank such security Cheques as stipulated by the Bank. i) The Security Cheques handed over to the Bank shall be deemed to be an unconditional and irrevocable authority given by the Borrower to the Bank. The dishonour of the Security Cheques on first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord presentation shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during constitute an Event of Default by Tenant under Default. g) The Borrower agrees that the Lease. Tenant shall not be entitled to any credit for any unused portion decision of the Construction AllowanceBank with regard to the disbursal of the Loan shall be final, conclusive and binding on the Borrower.

Disbursement. Upon Landlord shall pay the completion Excess Cost Funds (if Tenant is required to establish a construction escrow as provided in Paragraph 7.2 above) and the Improvement Allowance to Tenant in progress payments during the course of Tenant’s Work on each Floorthe construction of Tenant Improvements, in the following manner. (a) The Excess Cost Funds (if Tenant shall submit is required to Landlord establish a written notice indicating that Tenant has completed Tenant’s Work, which notice construction escrow as provided in Paragraph 7.2 above) and Improvement Allowance shall be payable by Landlord to Tenant during the course of construction of Tenant Improvements within fifteen (15) days after Tenant makes application therefore (made not more than once each month) accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies an AIA Document G 702 Application and Certificate for Payment for that portion of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractorsTenant Improvements covered thereby, showing that full payment has been received for the design schedule, by trade, of percentage of completion of Tenant Improvements, detailing the portion of the work completed and construction of such Tenant’s Workthe portion not completed; (ii) certification invoices from all of Tenant's Agents for labor rendered and materials delivered to the Premises; and (iii) executed partial mechanic's lien releases from all of Tenant's Agents which shall comply with the appropriate provisions of California Civil Code Sections 8120-8134. Unless Landlord reasonably disputes any amount payable under clause (i) above, Landlord shall within fifteen (15) days after receipt of the items under clauses (i) through (iii) above, deliver a check to Tenant in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Paragraph 7.3(a), less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); and (B) the balance of any remaining available portion of the Excess Funds (if Tenant is required to establish a construction escrow as provided in Paragraph 7.2 above) and Improvement Allowance (not including the Final Retention). If Landlord reasonably disputes any amount payable under clause (i) above, the parties shall promptly meet and confer in good faith to resolve such disputes as soon as possible. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request. (b) Subject to the provisions of this Work Agreement, a check for the Final Retention payable jointly to Tenant and Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance with the Working Drawings approved Contractor shall be delivered by Landlord and to Tenant following the completion of construction of Tenant Improvements, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with all applicable Laws; both California Civil Code Section 8134 and either Civil Code Section 8136 or Civil Code Section 8138, (ii) Tenant’s Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of Tenant Improvements in the Premises has been Substantially Completed, and (iii) a copy of Tenant delivers to Landlord the building permit or job card for such Tenant’s Workdrawings, showing that such Tenant’s Work has been finally approved by the appropriate inspectors; warranties and (iv) any other evidence reasonably documentation required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that such Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceParagraph 9 hereof.

Disbursement. Upon Except as otherwise provided in this Work Letter, the completion Allowance shall be disbursed by Landlord only for the following items (the “Allowance Items”): (a) the fees of Landlord’s or Tenant’s architect or engineers; (b) plan-check, permit and license fees relating to performance of the Tenant Improvement Work; (c) the cost of performing the Tenant Improvement Work, including after-hours charges, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; (d) the cost of any change to the base, shell or core of the Premises required by the Plans (defined in Section 2.1 below) (including if such change is due to the fact that such work is prepared on an unoccupied basis), including all direct architectural and/or engineering fees and expenses incurred in connection therewith; (e) the cost of any change to the Plans or Tenant Improvement Work on each Floorrequired by Law; (f) the Landlord Supervision Fee (defined in Section 3.2.2 below); (g) sales and use taxes; and (h) all other costs expended by Landlord in connection with the performance of the Tenant Improvement Work. In addition, Tenant shall submit to Landlord a written notice indicating that Tenant has completed if any portion of the Allowance remains after the Allowance Items above have been fully paid for, Landlord, upon Tenant’s Workrequest, which notice shall disburse such portion of the Allowance (the “Excess Allowance”) to Tenant, to be applied toward the reasonable costs of installing data and telecommunications cabling, and moving Tenant’s furniture, equipment and/or personal property into the Premises, within 30 days after receiving paid invoices from Tenant with respect to such costs; provided, however, that in no event shall the Excess Allowance exceed [***] (i.e., $[***] per rentable square foot of the Premises). Notwithstanding anything to the contrary in this Work Letter, the cost of the Tenant Improvement Work shall not include (and Landlord shall be accompanied solely responsible for and the Allowance shall not be used for) the following: (i) increased construction costs resulting from material changes to the Tenant Improvements shown on or described in the Approved Construction Drawings, unless otherwise approved or requested by all Tenant or resulting from the unavailability of specified equipment or materials or from unforeseen field conditions (in which case Landlord shall use commercially reasonable efforts to minimize the following nature and extent of such changes) (collectively, “Tenant’s Completion NoticeApproved Change Orders”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Work); (ii) certification from Tenant’s architect attorneys’ fees incurred in connection with negotiation of construction contracts, and engineer that all attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (iii) interest and other costs of such Tenant’s financing construction costs; (iv) costs incurred as a consequence of a delay in the completion of the Tenant Improvement Work has been completed caused by Landlord, or by any construction defects or default by the Contractor (as defined in accordance with Section 3.1 below) under the Working Drawings approved Construction Contract (as defined in Section 3.2.3 below); (v) costs recovered by Landlord upon account of warranties or insurance; (vi) restoration costs as a consequence of a Casualty (excluding commercially reasonable deductibles); (vii) penalties and in late charges attributable to Landlord’s failure to pay construction costs; (viii) costs to bring the exterior of the Property into compliance with all applicable Laws; (iiiix) a copy wages, labor and overhead for overtime and premium time, unless approved by Tenant or included in the Construction Pricing Proposal (as defined in Section 2.4 below); (x) management costs incurred by Landlord in excess of the building permit or job card Landlord Supervision Fee; (xi) construction costs in excess of the Construction Pricing Proposal, except for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by the appropriate inspectorsincreases set forth in Approved Change Orders; and (ivxii) any other evidence reasonably required costs incurred due to the presence of Hazardous Materials on the Property, except to the extent resulting from the Use of such Hazardous Materials by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises a Tenant Party. *** Certain portions denoted with an asterisk have been satisfied, that such Tenant’s Work in such Suite omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid requested with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowanceomitted portions.

Disbursement. Upon the completion Tenant shall deliver to Landlord: (i) a request for payment of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Workgeneral contractor (“Contractor”), which notice Contractor shall be accompanied retained by all of the following (collectivelyTenant and shall be subject to Landlord’s reasonable prior written approval, “and which request shall be approved by Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Workin a form to be provided by Landlord; (ii) certification invoices from all subcontractors, laborers, materialmen and suppliers used by Tenant in connection with the Suite 360 Refurbished Improvements (such subcontractors, laborers, materialmen and suppliers, and the Contractor may be known collectively as “Tenant’s architect Agents”), for labor rendered and engineer that all of such Tenant’s Work has been completed in accordance with materials delivered to the Working Drawings approved by Landlord and in compliance with all applicable LawsPremises for the Suite 360 Refurbished Improvements; (iii) a copy executed unconditional mechanics’ lien releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d) and either Section 3262(d)(3) or Section 3262(d)(4) (provided, however, if Tenant is unable to obtain all such releases, Landlord shall be entitled to delay the payment of the building permit or job card Suite 360 Refurbishment Allowance for such a period of ninety (90) days following Tenant’s Workcompletion of the Suite 360 Refurbished Improvements, showing that such subject to the Building being free of mechanic’s liens resulting from Tenant’s Work has been finally approved by performance of the appropriate inspectorsSuite 360 Refurbished Improvements); and (iv) any all other evidence information reasonably required requested by Landlord indicating that all legal requirements for Landlord. Tenant’s occupancy request for payment shall be deemed Tenant’s acceptance and approval of the Premises have been satisfied, that such work furnished and/or the materials supplied as set forth in Tenant’s Work in such Suite has been completed according to payment request. Promptly thereafter, assuming Landlord receives all of the applicable approved Working Drawings and that the cost of all labor and materials has been paid information described in full. Tenant has an absolute obligation to provide the documents and materials listed items (i) through (iv) above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. , Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, deliver a construction management fee check made payable to Landlord Tenant in payment of the amounts so requested by Tenant (but in no event to exceed the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the SuitesSuite 360 Refurbishment Allowance), and one percent (1%) provided that Landlord does not dispute any request for payment based on non-compliance of any additional hard costs of Tenant’s Work performed thereafter anywhere in work with the SuitesSuite 360 Refurbishment Drawings, or due to any substandard work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt payment of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord amounts shall not be required to pay any portion deemed Landlord’s approval or acceptance of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancework furnished or materials supplied as set forth in Tenant’s payment request.

Disbursement. Upon Subject to the provisions of this Work Letter, a check for the Improvement Allowance (or so much thereof as Tenant is entitled to) payable to Tenant shall be delivered by Landlord to Tenant within thirty (30) days following the completion of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all construction of the following (collectivelyImprovements, “Tenant’s Completion Notice”): provided that (i) copies Tenant has delivered to FLUC invoices marked as having been paid from all of paid invoices "Tenant's Agents," as that term is defined in Section 4.1.2 of this Work Letter, for labor rendered and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for materials delivered to the design and construction of such Tenant’s WorkSuite 100 Expansion Premises; (ii) certification Tenant has delivered to FLUC executed unconditional mechanic's lien releases from Tenant’s architect and engineer that all of such Tenant’s Work has been completed in accordance 's Agents which shall comply with the Working Drawings approved appropriate provisions, as reasonably determined by Landlord and in compliance with all FLUC, of applicable Lawslaws; (iii) a copy FLUC has determined that the Improvements are in compliance with the "Approved Working Drawings," as that term is defined in Section 3.4 below, and no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the building permit Building, the curtain wall of the Building, the structure or job card for exterior appearance of the Building, or any other tenant's use of such Tenant’s Workother tenant's leased premises in the Building; (iv) Architect has delivered to FLUC a "Certificate of Substantial Completion", showing in the form of AIA Document G704, certifying that such Tenant’s Work the construction of the Improvements in the Suite 100 Expansion Premises has been finally approved by substantially completed; (v) Tenant has delivered to FLUC a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the appropriate inspectorsassociated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (vi) Tenant has delivered to FLUC a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Suite 100 Expansion Premises; (vii) all of the Tenant Deliverables set forth in Sections 2 and 3 of Schedule 1, (i.e., the “Ongoing During Construction” and “Prior to Release of Any Funds” categories of Tenant Deliverables, respectively); and (ivviii) any Tenant has delivered all other evidence information reasonably required requested by Landlord indicating that all legal requirements FLUC. Tenant's request for payment shall be deemed Tenant’s occupancy 's acceptance and approval of the Premises have been satisfiedwork furnished and/or the materials supplied as set forth in Tenant's payment request. Thereafter, that such Tenant’s Work in such Suite has been completed according FLUC shall deliver a check to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in for the amount of two percent the Improvement Allowance (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to or so much thereof as Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified aboveis entitled to). For the avoidance FLUC's payment of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord amounts shall not be required to pay any portion deemed FLUC's approval or acceptance of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancework furnished or materials supplied as set forth in Tenant's payment request.

Disbursement. Upon the completion Tenant shall deliver to Landlord and such disbursement request shall include: (i) a request for payment of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Workgeneral contractor (“Contractor”), which notice Contractor shall be accompanied retained by all of the following (collectivelyTenant and shall be subject to Landlord’s reasonable prior written approval, “and which request shall be approved by Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Workin a form to be provided by Landlord; (ii) Contractor’s certification from Tenant’s architect of the percentage of completion of the Refurbished Improvements (to the extent reasonably practicable under the circumstances) and engineer that all of such Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord Restoration Improvements and in compliance with all applicable Laws; the unpaid Costs (as hereinafter defined), (iii) a copy invoices from all subcontractors, laborers, materialmen and suppliers used by Tenant in connection with the Refurbished Improvements, the Restoration Improvements and the moving of Tenant’s personal property from the Third Floor to the Remainder Premises (such subcontractors, laborers, materialmen and suppliers, and the Contractor may be known collectively as “Tenant’s Agents”), for labor rendered and materials delivered to the Premises for the Refurbished Improvements or to the Third Floor for the Restoration Improvements in the full amount of the building permit or job card for such Tenant’s Work, showing that such Tenant’s Work has been finally approved by portion of the appropriate inspectorsRefurbishment Allowance requested to be disbursed; and (iv) evidence satisfactory to Landlord that the percentage completion of the Refurbished Improvements and the Restoration Improvements certified by Contractor as being complete have been completed, that the Costs certified by Contractor as being unpaid are the unpaid Costs, that Costs set forth in the Disbursement Request have been paid in full and the cost of moving Tenant’s personal property from the Third Floor to the Remainder Premises has been paid for in full (collectively, the “Costs”), (v) executed unconditional mechanics’ lien releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d) and either Section 3262(d)(3) or Section 3262(d)(4); provided, however, that if Tenant is unable, despite using commercially reasonable efforts, to deliver one (and only one) such lien waiver for a potential lien claim of no more than xxxxxxx and the potential lien claim has been paid in full and the potential lienor with respect to such lien claim has no right to lien the Premises, the Building or the Project (and by submitting for or accepting disbursement for the same, Tenant shall be deemed to have represented and warranted the foregoing to Landlord and to have agreed to indemnify and defend Landlord from and against any other evidence reasonably required loss, cost or expense incurred by Landlord indicating that all legal requirements for Tenant’s occupancy in connection therewith) and Landlord shall have reasonably determined the same (without limitation on the generality of the Premises foregoing, if Landlord’s title insurer is unwilling to insure over the potential lien claim. Landlord’s determination shall be deemed to be reasonable), assuming all other conditions to disbursement have been satisfied, that such Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in disburse the amount of two percent the single, potential lien claim (2%i.e., not more than xxxxxxxx, and if a lien is filed against the Premises, the Building or the Project in connection with such potential lien claim, Tenant shall immediately bond over and cause such lien to be discharged of record, and (vi) all other information reasonably requested by Landlord (including such information as Landlord may reasonably require to determine whether the Costs which remain unpaid). Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the first One Hundred Thousand Dollars ($100,000.00) of work furnished and/or the hard costs of materials supplied as set forth in Tenant’s Work performed anywhere in the Suitespayment request. Promptly thereafter, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. assuming Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including receives all of the materials and documentation specified applicable information described in items (i) through (vi), above). For the avoidance of doubt, the Construction Allowance Landlord shall be paid with respect deliver a check made payable to each Floor only upon the full and final completion Tenant in payment of the amounts so requested by Tenant (but in no event to exceed the amount of the Refurbishment Allowance), provided that Landlord does not dispute any request for payment based on noncompliance of any work with the Refurbishment Drawings, or due to any substandard work or other non-compliance with the Lease. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s Work on such Floorpayment request. Notwithstanding anything to the contrary contained herein, Landlord shall not be required to pay any disburse that portion of the Construction Refurbishment Allowance at any equal to the amount of Costs which Landlord reasonably determines have not been paid in full until such time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled as payment in full is established to any credit for any unused portion of the Construction AllowanceLandlord’s reasonable satisfaction.

Disbursement. Upon Landlord shall disburse directly to Tenant, the completion Cost of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by but not in excess of the Allowance within thirty (30) days following receipt of a schedule reflecting such costs, together with paid invoices supporting such costs, and satisfaction of all of the following conditions, but in no event earlier than July 16, 2010: (collectivelya) Receipt by Landlord of a set of “as built” drawings for Tenants Work and a copy of all warranties, “Tenant’s Completion Notice”): (i) copies of paid invoices and finalin effect, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such with respect to Tenant’s Work; ; (iib) certification Receipt by Landlord of a certificate from Tenant’s architect and engineer that all of such Tenant’s Work has been fully completed in accordance with the Working Drawings approved and all punch list items have been corrected; (c) Receipt by Landlord of evidence of payment by Tenant of all other costs, including extras and change orders, if any, with respect to Tenant’s Work in compliance with all applicable Laws; (iii) a copy excess of the building permit Allowance; (d) The receipt of lien releases from the general contractor and all other persons who performed work on or job card supplied materials for such use in or have lien rights with respect to Tenant’s Work; (e) Issuance of a certificate of occupancy for the Premises by the City of Seattle, if required; and (f) The Term of the Lease has commenced. No payment shall be made while Tenant is in default under this Lease or the Sublease. If, and to the extent that the full Allowance is not spent on the cost of Tenant’s Work, showing that such then so long as Tenant is not in default under this Lease or the Sublease, upon Tenant’s Work request on or after July 16, 2010 Landlord shall apply any remaining balance of the Allowance to the Rents coming due under this Lease until the remaining balance has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy exhausted, If this Lease is terminated prior to exhaustion of the Premises have been satisfiedremaining balance of the Allowance, that such Tenant’s Work in such Suite has been completed according all Tenant rights as to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in fullthen-remaining balance shall terminate. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction AllowanceEXHIBIT D EXPENSES, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowance.TAXES AND INSURANCE COSTS

Disbursement. Upon the completion Tenant shall deliver to Landlord: (i) a request for payment of Tenant’s Work on each Floor, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Workgeneral contractor (“Contractor”), which notice Contractor shall be accompanied retained by all of the following (collectivelyTenant and shall be subject to Landlord’s reasonable prior written approval, “and which request shall be approved by Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of such Tenant’s Workin a form to be provided by Landlord; (ii) certification invoices from all subcontractors, laborers, materialmen and suppliers used by Tenant in connection with the Suite 320 Refurbished Improvements (such subcontractors, laborers, materialmen and suppliers, and the Contractor may be known collectively as “Tenant’s architect Agents”), for labor rendered and engineer that all of such Tenant’s Work has been completed in accordance with materials delivered to the Working Drawings approved by Landlord and in compliance with all applicable LawsPremises for the Suite 320 Refurbished Improvements; (iii) a copy executed unconditional mechanics’ lien releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d) and either Section 3262(d)(3) or Section 3262(d)(4) (provided, however, if Tenant is unable to obtain all such releases, Landlord shall be entitled to delay the payment of the building permit or job card Suite 320 Refurbishment Allowance for such a period of ninety (90) days following Tenant’s Workcompletion of the Suite 320 Refurbished improvements, showing that such subject to the Building being free of mechanic’s liens resulting from Tenant’s Work has been finally approved by performance of the appropriate inspectorsSuite 320 Refurbished Improvements); and (iv) any all other evidence information reasonably required requested by Landlord indicating that all legal requirements for Landlord. Tenant’s occupancy request for payment shall be deemed Tenant’s acceptance and approval of the Premises have been satisfied, that such work furnished and/or the materials supplied as set forth in Tenant’s Work in such Suite has been completed according to payment request. Promptly thereafter, assuming Landlord receives all of the applicable approved Working Drawings and that the cost of all labor and materials has been paid information described in full. Tenant has an absolute obligation to provide the documents and materials listed items (i) through (iv), above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. , Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, deliver a construction management fee check made payable to Landlord Tenant in payment of the amounts so requested by Tenant (but in no event to exceed the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the SuitesSuite 320 Refurbishment Allowance), and one percent (1%) provided that Landlord does not dispute any request for payment based on non-compliance of any additional hard costs of Tenant’s Work performed thereafter anywhere in work with the SuitesSuite 320 Refurbishment Drawings, or due to any substandard work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt payment of Tenant’s Completion Notice (including all of the materials and documentation specified above). For the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion of the Tenant’s Work on such Floor. Landlord amounts shall not be required to pay any portion deemed Landlord’s approval or acceptance of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancework furnished or materials supplied as set forth in Tenant’s payment request.

Disbursement. Upon the completion of Tenant’s Work on each Floor, Tenant shall submit deliver to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”not more frequently than every thirty (30) days): (i) copies a request for payment of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor (“Contractor”), which Contractor shall be retained by Tenant and all subcontractorsshall be subject to Landlord’s reasonable prior written approval, showing that full payment has been received for the design and construction of such which request shall be approved by Tenant’s Work, in a form to be provided by Landlord; (ii) certification invoices from all subcontractors, laborers, materialmen and suppliers used by Tenant in connection with the Refurbished Improvements (such subcontractors, laborers, materialmen and suppliers, and the Contractor may be known collectively as “Tenant’s architect Agents”), for labor rendered and engineer that all of such Tenant’s Work has been completed in accordance with materials delivered to the Working Drawings approved by Landlord and in compliance with all applicable LawsPremises for the Refurbished Improvements; (iii) a copy executed conditional mechanics’ lien releases from the Contractor and all of the building permit or job card for such Tenant’s Work, showing that Agents in such Tenant’s Work has been finally approved form and content as reasonably required by the appropriate inspectorsLandlord; and (iv) any all other evidence information reasonably required requested by Landlord indicating that all legal requirements for Landlord. Tenant’s occupancy request for payment shall be deemed Tenant’s acceptance and approval of the Premises have been satisfied, that such work furnished and/or the materials supplied as set forth in Tenant’s Work in such Suite has been completed according to the applicable approved Working Drawings and that the cost of all labor and materials has been paid in fullpayment request. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to pay the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent Within thirty (2%30) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work performed anywhere in the Suites, and one percent (1%) of any additional hard costs of Tenant’s Work performed thereafter anywhere in the Suites. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of the applicable information described in items (i) through (iv) above, Landlord shall deliver a check made payable to Contractor (or, if so requested by Tenant’s Completion Notice (including all , payable to Tenant) in payment of the materials and documentation specified above). For amounts so requested by Tenant (but in no event to exceed the avoidance of doubt, the Construction Allowance shall be paid with respect to each Floor only upon the full and final completion amount of the TenantRefurbishment Allowance), provided that and solely to the extent that Landlord does not dispute any request for payment based on non-compliance of any work with the Refurbishment Drawings, or due to any substandard work. Landlord’s Work on payment of such Floor. Landlord amounts shall not be required to pay any portion deemed Landlord’s approval or acceptance of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancework furnished or materials supplied as set forth in Tenant’s payment request.