Common use of Failure to Disburse Tenant Improvement Allowance Clause in Contracts

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20-business day period until the date of offset, against Tenant’s next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration Association. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent.

Failure to Disburse Tenant Improvement Allowance. If To the extent that Landlord fails to timely fulfill its obligation to fund any portion of pay from the Tenant Improvement AllowanceAllowance amounts due to Contractor, Architects, Engineers and Tenant’s Agents in accordance with the terms hereof, and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant’s other remedies under the Lease, Tenant shall be entitled may, after Landlord’s failure to deliver notice pay such amounts within five (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (205) business days after LandlordTenant’s receipt delivery of the Payment Notice a second notice from Tenant delivered after the expiration of such 30-day period, pay the same and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper reasons that Landlord believes that deduct the amounts described in Tenant’s Payment Notice are not amount thereof from the Rent next due and payable by Landlord (“Refusal Notice”)owing under the Lease, Tenant shall be entitled to offset including interest at the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) Interest Rate from the last day of such 20-business day period due date until the date of the Rent offset, against Tenant’s next obligations to pay Rent. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord hereby agrees (i) delivers notice to Tenant that if Landlord delivers a Refusal Notice disputing a it disputes any portion of the amount set forth amounts claimed to be due (the “Allowance Dispute Notice”), and (ii) pays any amounts not in Tenant’s Payment Noticedispute, Landlord Tenant shall pay have no immediate right to Tenantoffset any amounts against rent, concurrently with but may institute arbitration proceedings pursuant to the delivery terms of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 Article 22 of the Lease at to recover such amounts from Landlord. Notwithstanding any of the time that such offset would otherwise be applicableforegoing, in the event Tenant shall not be entitled to such offset until such default institutes arbitration proceedings as provided herein and the determination of the Arbitrator is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after in favor of Tenant’s receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration Association. If Tenant prevails in any such arbitration, Tenant shall be entitled entitled, automatically, to apply offset the amount of such award against the Base Rent next coming due under the Lease, including interest at the Interest Rate from the due date until the date of the Rent offset. Further, in the event the arbitration award is in favor of Tenant, any delay actually caused to Tenant as a credit against Tenantresult of Landlord’s obligations failure to pay Rentthe disputed amount shall be deemed to be a “Landlord Caused Delay” under Section 5 of this Tenant Work Letter.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement AllowanceAllowance within thirty (30) days following Landlord’s receipt of written notice from Tenant that such portion is past due and payable under the terms hereof, then, in each instance, Tenant shall be entitled to deliver notice (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to TenantLandlord. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice in question from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord pursuant to the terms and conditions of this Work Letter (“Refusal Notice”), then Tenant shall be entitled entitled, after Landlord’s failure to pay such amounts within five (5) business days after Tenant’s delivery of a second notice from Tenant delivered after the expiration of such twenty (20) business day period, which second notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO SECTION 5.5 OF THE WORK LETTER ATTACHED TO THE LEASE — FAILURE TO TIMELY PAY THE REQUESTED PORTION OF THE ALLOWANCE MAY RESULT IN TENANT’S DEDUCTION OF SUCH AMOUNT FROM RENTALS UNDER THE LEASE,” to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20-20- business day period until the date of offsetsuch offset enables Tenant to recoup any and all amounts so owed to Tenant by Landlord, against Tenant’s next obligations to pay RentBase Rent (until fully offset). Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default Default under Section 19.1.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration Association. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay RentBase Rent until such award is fully credited. EXHIBIT C RULES AND REGULATIONS This exhibit, entitled “Rules and Regulations,” is and shall constitute Exhibit C to the Lease Agreement, dated as of the Lease Date, by and between Landlord and Tenant for the Premises. The terms and conditions of this Exhibit C are hereby incorporated into and are made a part of the Lease. Capitalized terms used, but not otherwise defined, in this Exhibit C have the meanings ascribed to such terms in the Lease. 1. All window coverings installed by Tenant and visible from the outside of the Building require the prior written approval of Landlord. 2. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance or any flammable or combustible materials on or around the Premises, except to the extent that Tenant is permitted to use the same under the terms of Paragraph 32 of the Lease. 3. Tenant shall park motor vehicles in Parking Areas designated by Landlord for loading and unloading except for such purposes. During those periods of loading and unloading, Tenant shall not unreasonably interfere with traffic flow around the Building or the Project and loading and unloading areas of other tenants. No motor vehicles shall be parked in the Parking Areas for periods exceeding 48 hours without consent of the Project management, which consent shall not be unreasonably withheld and may be conditioned upon Landlord’s (i) receipt of emergency contact information for the individual vehicle owner, and (ii) designation of the parking stall location(s) for such longer term parking. 4. Tenant shall not disturb, solicit or canvas any tenant or other occupant of the Project and shall cooperate to prevent same. 5. Access to the roof of the Building shall be subject to such reasonable policies and procedures as may be promulgated by Landlord from time-to-time. 6. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building, to such a degree as to be objectionable to Landlord, shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or in noise-dampening housing or other devices sufficient to eliminate noise or vibration. 7. All goods, including material used to store goods, delivered to the Premises of Tenant shall be immediately moved into the Premises and shall not be left in parking or receiving areas overnight. 8. Tenant shall not store or permit the storage or placement of goods or merchandise in or around the common areas surrounding the Premises. No displays or sales of merchandise shall be allowed in the parking lots or other common areas. 9. Except as provided in the Lease, Tenant shall not permit any animals, including, but not limited to, any household pets (but excluding service animals, which are permitted), to be brought or kept in or about the Premises, the Building, the Project or any of the common areas. 10. Provided that Tenant is not required to incur any additional cost (other than de minimus costs), Tenant shall cooperate with Landlord’s efforts to implement the Project’s Sustainability Practices and the applicable Green Building Standards, if any, including, but not limited to, complying with Landlord’s then-current energy saving efforts and participating in any recycling programs and occupant satisfaction and transportation surveys. 11. Tenant shall report maintenance problems involving water and moist conditions to the Property Manager promptly and conduct its business in a manner to prevent unusual moisture conditions or mold growth. 12. Tenant shall not block or inhibit the flow of return or make up air into the HVAC system. 13. Tenant shall maintain water in all drain traps in the Premises at all times. 14. No smoking (including use of e-cigarettes and smokeless cigarettes) is permitted in the Building or within 25 feet of any entrance to the Building, public walkways or the Building’s outdoor air intakes. EXHIBIT D FORM OF ESTOPPEL CERTIFICATE ____________________, a _______________ (“Tenant”) hereby certifies to ____________________ and its successors and assigns that Tenant leases from ____________________, a _______________ (“Landlord”) approximately _____ square feet of space (the “Premises”) in __________ pursuant to that certain Lease Agreement dated __________, 20___ by and between Landlord and Tenant, as amended by ______________________ (collectively, the “Lease”), a true and correct copy of which is attached hereto as Exhibit A. Tenant hereby certifies to ____________________, that as of the date hereof: 1. The Lease is in full force and effect and has not been modified, supplemented or amended, except as set forth in the introductory paragraph hereof. 2. Tenant is in actual occupancy of the Premises under the Lease and Tenant has accepted the same. To Tenant’s current, actual knowledge, Landlord has performed all obligations under the Lease to be performed by Landlord, including, without limitation, completion of all tenant work required under the Lease and the making of any required payments or contributions therefor. To Tenant’s current, actual knowledge, Tenant is not entitled to any further payment or credit for tenant work. 3. The initial term of the Lease commenced __________, 20___ and shall expire __________, 20___. Tenant has the following rights to renew or extend the term of the Lease or to expand the Premises: ___________________________________. 4. Tenant has not paid any rentals or other payments more than one (1) month in advance except as follows: ____________________________. 5. Base Rent payable under the Lease is _______________ Dollars ($__________). Base Rent and Additional Rent have been paid through __________, 20___. To Tenant’s current, actual knowledge, there currently exists no claims, defenses, rights of set-off or abatement to or against the obligations of Tenant to pay Base Rent or Additional Rent or relating to any other term, covenant or condition under the Lease.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance (inclusive of the Lobby Improvement Allowance), Tenant shall be entitled to deliver notice (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount (together with interest at the Default Rate) so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20-20 business day period until the date of offset, against Tenant’s next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default Default under Section 19.1.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default Default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant may submit such dispute to arbitration a referee under the provisions of the California Code of Civil Procedure, Sections 638—645.1, inclusive, in accordance with Section 29.22 of the American Arbitration AssociationLease. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent.. EXHIBIT B -8- 000 XXXXXXXX XXXXXX [Airbnb, Inc.]

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s 's proper reasons that Landlord Xxxxxxxx believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20-20 business day period until the date of offset, against Tenant’s Xxxxxx's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s 's Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 of the Lease beyond applicable notice and cure periods at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s Xxxxxx's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration Association. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s Xxxxxx's obligations to pay Rent.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building Buildings whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty ten (2010) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty ten (2010) business day period explaining Landlord’s proper reasons that Landlord Xxxxxxxx believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only funded, together with respect to a portion of interest at the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) Interest Rate from the last day of such 2010-business day period until the date of offset, against TenantXxxxxx’s next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 of this Lease after the Lease expiration of any applicable notice and cure period at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after TenantXxxxxx’s receipt of a Refusal Notice, Tenant may submit such dispute may, at Tenant’s option, proceed to arbitration in accordance with the American Arbitration Associationclaim a default by Landlord. If Tenant prevails in any such arbitrationaction, the award shall include interest at the Interest Rate calculated from the last day of the 10-business day period until the date of Landlord’s payment of such award. Similarly, if Tenant prevails in any such action, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent.

Failure to Disburse Tenant Improvement Allowance. If In the event that Landlord fails to timely fulfill its obligation to fund disburse the Tenant Improvement Allowance in accordance with the terms of Section 2.2, above, following a proper request for payment by Tenant made in accordance with the terms of Section 2.2.2.1, above, within thirty (30) days after notice from Tenant of such failure and Landlord's failure to cure in such period, Tenant shall have the right to disburse such amount upon five (5) business days additional notice to Landlord that Tenant is making such disbursement. Notwithstanding the foregoing, in no event shall Tenant have the right to make such disbursement if Landlord notifies Tenant that Landlord disputes, in good faith, any portion of a payment request relating to the amount withheld by Landlord. Any amounts disbursed by Tenant pursuant to this Section 2.5 shall be reimbursed by Landlord to Tenant, or, if not reimbursed as of the Commencement Date, may be offset by Tenant against the Basic Rent first due and payable under the Lease. SECTION 3 CONSTRUCTION DRAWINGS 3.1 Selection of Architect/Construction Drawings. Tenant has retained Interior Spaces International (the "Architect") to prepare the "Construction Drawings," as that term is defined in this Section 3.1. Landlord shall pay, as a cost ("Landlord's Drawing Contribution") not to be deducted from the Tenant Improvement Allowance, an amount of $0.10 per rentable square foot of the Premises (Nine Thousand Eight Hundred and No/100ths Dollars ($9,800.00)), for the cost of the preliminary space plan for the Premises. Tenant shall be entitled to deliver notice (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper reasons that Landlord believes that the amounts described retain independent, licensed engineering consultants approved in Tenant’s Payment Notice are not due and payable advance by Landlord (“Refusal Notice”)the "Engineers") to prepare all plans and engineering working drawings relating to the structural, Tenant mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in the Premises, and other affected areas of the Building. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be entitled known collectively as the "Construction Drawings." All Construction Drawings shall comply with the drawing format and specifications determined by Landlord, and shall be subject to offset Landlord's reasonable approval. Tenant and Architect shall verify, in the amount so owed field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord's review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord but or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not paid by Landlord (be responsible for any omissions or if Landlord delivers a Refusal Notice but only with respect to a portion of errors contained in the amount Construction Drawings, and Tenant's waiver and indemnity set forth in this Lease shall specifically apply to the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20-business day period until the date of offset, against Tenant’s next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration Association. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay RentConstruction Drawings.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement AllowanceAllowance within thirty (30) days following Landlord’s receipt of written notice from Tenant that such portion is past due and payable under the terms hereof, then, in each instance, Tenant shall be entitled to deliver notice (the “"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to TenantLandlord. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice in question from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper 's reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord pursuant to the terms and conditions of this Work Letter (“"Refusal Notice”"), then Tenant shall be entitled entitled, after Landlord's failure to pay such amounts within five (5) business days after Tenant’s delivery of a second notice from Tenant delivered after the expiration of such twenty (20) business day period, which second notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO SECTION 5.5 OF THE WORK LETTER ATTACHED TO THE LEASE - - FAILURE TO TIMELY PAY THE REQUESTED PORTION OF THE ALLOWANCE MAY RESULT IN TENANT'S DEDUCTION OF SUCH AMOUNT FROM RENTALS UNDER THE LEASE,” to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20-20- business day period until the date of offsetsuch offset enables Tenant to recoup any and all amounts so owed to Tenant by Landlord, against Tenant’s 's next obligations to pay RentBase Rent (until fully offset). Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s 's Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default Default under Section 19.1.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration Association. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s 's obligations to pay RentBase Rent until such award is fully credited. B–11 1. All window coverings installed by Tenant and visible from the outside of the Building require the prior written approval of Landlord. 2. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance or any flammable or combustible materials on or around the Premises, except to the extent that Tenant is permitted to use the same under the terms of Paragraph 32 of the Lease. 3. Tenant shall park motor vehicles in Parking Areas designated by Landlord for loading and unloading except for such purposes. During those periods of loading and unloading, Tenant shall not unreasonably interfere with traffic flow around the Building or the Project and loading and unloading areas of other tenants. No motor vehicles shall be parked in the Parking Areas for periods exceeding 48 hours without consent of the Project management, which consent shall not be unreasonably withheld and may be conditioned upon Landlord’s (i) receipt of emergency contact information for the individual vehicle owner, and (ii) designation of the parking stall location(s) for such longer term parking. 4. Tenant shall not disturb, solicit or canvas any tenant or other occupant of the Project and shall cooperate to prevent same. 5. Access to the roof of the Building shall be subject to such reasonable policies and procedures as may be promulgated by Landlord from time-to-time.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s 's proper reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20-business day period until the date of offset, against Tenant’s 's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s 's Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 of the Original Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration Association. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s 's obligations to pay Rent.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s 's proper reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20-business 20‑business day period until the date of offset, against Tenant’s 's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s 's Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 of the Original Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration Association. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s 's obligations to pay Rent.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty fifteen (2015) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty fifteen (2015) business day period explaining Landlord’s 's proper good-faith reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) with interest at the Interest Rate from the last day of such 20-business day period date due (i.e. the date payable under Sections 2.2.2.1 or 2.2.2.2 above) until the date of offset, against Tenant’s 's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s 's Payment Notice, in order for the Refusal Notice to be valid, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in monetary default under Section 19.1.1 19.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with under the American Arbitration Association. If commercial arbitration rules of JAMS (and Landlord and Tenant prevails in any hereby submit to arbitration of such arbitration, Tenant matter by JAMS and the determination of such arbitrator shall be entitled to apply such award as a credit against final and binding upon both Landlord and Tenant’s obligations to pay Rent.). EXHIBIT B-7- ONE TEHAMA[Social Finance, Inc.]

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to TenantLandlord. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) ), together with interest at the Agreed Interest Rate from the last day of such twenty (20-) business day period until the date of offset, against Tenant’s next obligations to pay RentRent under the Lease. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default an Event of Tenant’s Default exists under Section 19.1.1 Article 13 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default Default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant may submit commence a binding arbitration action with respect to such dispute to arbitration in accordance with the American Arbitration Associationdisputed amounts. If Tenant prevails in any such action, the award shall include interest at the Agreed Interest Rate calculated from the date of funding by Tenant, if any, or the date such amount was otherwise due to Tenant, as the case may be, until the date of Landlord’s payment of such award. Similarly, if Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent under the Lease, and the award shall include interest at the Agreed Interest Rate calculated from the date of funding by Tenant, if any, until the date of Tenant’s application of such amounts as a credit against Rent.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to TenantLandlord. If Landlord still fails to fulfill any such obligation within twenty thirty (2030) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty thirty (2030) business day period explaining Landlord’s proper reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) ), together with interest at the Interest Rate from the last day of such 20-business thirty (30) day period until the date of offset, against Tenant’s next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant there is in default an Event of Default under Section 19.1.1 17 of the this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default Event of Default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant may submit commence an action with respect to such dispute to arbitration in accordance with the American Arbitration Associationdisputed amounts. If Tenant prevails in any such action, the award shall include interest at the Interest Rate calculated from the date of funding by Tenant, if any, or the date such amount was otherwise due to Tenant, as the case may be, until the date of Landlord’s payment of such award. Similarly, if Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent, and the award shall include interest at the Default Rate calculated from the date of funding by Tenant, if any, until the date of Tenant’s application of such amounts as a credit against Rent.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement AllowanceAllowance for amounts to be reimbursed to Tenant in accordance with this Section 2.5, Tenant shall be entitled to deliver notice (the “"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder Superior Holders of the Building Project whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper 's reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled entitled, after Landlord's failure to pay such amounts within five (5) business days after Tenant's delivery of a second notice from Tenant delivered after the expiration of such (20) business day period, which second notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO SECTION 2.5.2 OF EXHIBIT B-2 TO THE LEASE - - FAILURE TO TIMELY PAY THE REQUESTED ALLOWANCE MAY RESULT IN TENANT'S PAYMENT OF THE SAME AND A DEDUCTION FROM RENT UNDER THE LEASE,” to pay the same and offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20-business day period until the date of offset, against Tenant’s 's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s 's Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default Default under Section 19.1.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default Default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration a referee under the provisions of the California Code of Civil Procedure, Sections 638 — 645.1, inclusive, in accordance with Section 29.22 of the American Arbitration AssociationLease. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s 's obligations to pay Rent.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s 's proper good-faith reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) with interest at the Interest Rate from the last day of such 20-business day period date due (i.e. the date payable under Sections 2.2.2.1 or 2.2.2.2 above) until the date of offset, against Tenant’s 's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s 's Payment Notice, in order for the Refusal Notice to be valid, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in monetary default under Section 19.1.1 19.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration AssociationTCCs of Section 6.7 of this Work Letter. If Tenant prevails in any such arbitration720213.12/XXX000000-00005/4-9-14/mem/ejw EXHIBIT B-21- arbitration (after all applicable rights have expired), Tenant shall be entitled to apply such arbitration award with interest at the Interest Rate from the date due (i.e. the date payable under Sections 2.2.2.1 or 2.2.2.2 above) until the date of offset as a credit against Tenant’s 's obligations to pay Rent.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deliver provide written notice (the “Payment Notice”"PAYMENT NOTICE") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant Tenant, and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper 's reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“Refusal Notice”"REFUSAL NOTICE"), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord funded, together with interest at the rate of ten percent (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence10%) per annum, the undisputed amount so owed to Tenant) from the last day of such 20-business day period until the date of offset, against Tenant’s 's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 SECTION 19.1 of the this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, then Tenant may submit such dispute to arbitration in accordance with the American Arbitration AssociationAssociation for resolution. If Tenant prevails in any such arbitration, the arbitration award by the arbitrator shall include interest at the rate of ten percent (10%) per annum calculated from the date of funding by Tenant, if any, until the date of Landlord's payment of such arbitration award. Similarly, if Tenant prevails in any such arbitration, Tenant shall be entitled to apply such EXHIBIT B arbitration award as a credit against Tenant’s 's obligations to pay Rent, and the arbitration award shall include interest at the rate of ten percent (10%) per annum calculated from the date of funding by Tenant, if any, until the date of Tenant's application of such amounts as a credit against Rent.

Failure to Disburse Tenant Improvement Allowance. If To the extent that Landlord fails to timely fulfill its obligation to fund any portion of pay from the Tenant Improvement AllowanceAllowance amounts due to Contractor, Architects, Engineers and Tenant's Agents in accordance with the terms hereof, and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant's other remedies under the Lease, Tenant shall be entitled may, after Landlord's failure to deliver notice pay such amounts within five (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (205) business days after Landlord’s receipt Tenant's delivery of the Payment Notice a second notice from Tenant delivered after the expiration of such 30-day period, pay the same and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper reasons that Landlord believes that deduct the amounts described in Tenant’s Payment Notice are not amount thereof from the Rent next due and payable by Landlord (“Refusal Notice”)owing under the Lease, Tenant shall be entitled to offset including interest at the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) Interest Rate from the last day of such 20-business day period due date until the date of the Rent offset, against Tenant’s next obligations to pay Rent. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord hereby agrees (i) delivers notice to Tenant that if Landlord delivers a Refusal Notice disputing a it disputes any portion of the amount set forth amounts claimed to be due (the "Allowance Dispute Notice"), and (ii) pays any amounts not in Tenant’s Payment Noticedispute, Landlord Tenant shall pay have no immediate right to Tenantoffset any amounts against rent, concurrently with but may institute arbitration proceedings pursuant to the delivery terms of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 Article 22 of the Lease at to recover such amounts from Landlord. Notwithstanding any of the time that such offset would otherwise be applicableforegoing, in the event Tenant shall not be entitled to such offset until such default institutes arbitration proceedings as provided herein and the determination of the Arbitrator is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after in favor of Tenant’s receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the American Arbitration Association. If Tenant prevails in any such arbitration, Tenant shall be entitled entitled, automatically, to apply offset the amount of such award against the Base Rent next coming due under the Lease, including interest at the Interest Rate from the due date until the date of the Rent offset. Further, in the event the arbitration award is in favor of Tenant, any delay actually caused to Tenant as a credit against Tenant’s obligations result of Landlord's failure to pay Rentthe disputed amount shall be deemed to be a "Landlord Caused Delay" under Section 5 of this Tenant Work Letter.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder Superior Holders of the Building Project whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s proper 's reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled entitled, after Landlord's failure to pay such amounts within five (5) business days after Tenant's delivery of a second notice from Tenant delivered after the expiration of such (20) business day period, which second notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO SECTION 3.3 OF EXHIBIT B-1 TO THE LEASE - - FAILURE TO TIMELY PAY THE REQUESTED ALLOWANCE MAY RESULT IN TENANT'S PAYMENT OF THE SAME AND A DEDUCTION FROM RENT UNDER THE LEASE,” to pay the same and offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such twenty (20-) business day period until the date of offset, against Tenant’s 's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s 's Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default Default under Section 19.1.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default Default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration a referee under the provisions of the California Code of Civil Procedure, Sections 638 — 645.1, inclusive, in accordance with Section 29.22 of the American Arbitration AssociationLease. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s 's obligations to pay Rent.

Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (the “"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver a notice to Tenant within such twenty (20) business day period explaining Landlord’s proper 's reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled to offset the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) ), together with interest at the interest rate provided for in Section 4.5 of the Lease from the last day of such 20-business day period date that the amount was originally due and payable until the date of offset, offset against Tenant’s 's next obligations to pay Rent. However, if Tenant is in default under the Lease beyond applicable notice and cure periods at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s 's Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in default under Section 19.1.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with Article 12 of the American Arbitration AssociationLease. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s 's obligations to pay Rent.