Common use of Monthly Disbursements Clause in Contracts

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) invoices from copies of all of third-party contracts (including change orders) pursuant to which Allowance Items have been incurred (collectively, the “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the PremisesImprovement Contracts’’); (iii) copies of invoices for all labor and materials provided to the Premises and covered by such request for payment; (iv) executed conditional mechanic’s lien releasesreleases from all parties who have provided such labor or materials to the Premises (along with executed unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code §§8132 and/or 8134, as applicable, 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 (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of Subject to the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) terms hereof, within 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject at Tenant’s request, to its contractor), in the amount requested by Tenant pursuant to the terms preceding sentence, less a 10% retention with respect to all hard costs (as distinguished from architectural, engineering and permitting costs) except to the extent that such 10% retention has already been reflected in such request for payment (the aggregate amount of Section 4.2.1such retentions, belowwhether withheld by Landlord or reflected in such requests for payment, a percentage thereofshall be referred to in this Work Letter as the “Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). 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 described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) invoices from copies of all of third-party contracts (including change orders) pursuant to which Allowance Items have been incurred (collectively, the “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the PremisesImprovement Contracts”); (iii) copies of invoices for all labor and materials provided to the Premises and covered by such request for payment; (iv) executed conditional mechanic’s lien releasesreleases from all parties who have provided such labor or materials to the Premises (along with executed unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code §§ 8132 and/or 8134, as applicable, 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 (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of Subject to the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) terms hereof, within 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject at Tenant’s request, to its contractor), in the amount requested by Tenant pursuant to the terms preceding sentence, less a 10% retention with respect to all hard costs (as distinguished from architectural, engineering and permitting costs) except to the extent that such 10% retention has already been reflected in such request for payment (the aggregate amount of Section 4.2.1such retentions, belowwhether withheld by Landlord or reflected in such requests for payment, a percentage thereofshall be referred to in this Work Letter as the “Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). 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 described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s 's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the PremisesContractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic’s 's lien releases, as applicablewhich lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, 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)'s Agents; and (ivv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made payable to Tenant's Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject to 10%) retention (the terms aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement AllowanceAllowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Construction Documents”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, From time to time but not more frequently than monthly during the design and construction of the Tenant Improvements (or such other date as Landlord and Tenant may designatereasonably agree upon), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” Architect”, as that term is defined in Section 4.1.1 2.1 of this Tenant Work Letter, and/or the “Contractor”, as that term is defined in Section 3.1.1 of this Work Letter, approved by Tenant, in a commercially reasonable form to be provided by LandlordLandlord and approved by Tenant, showing which approval shall not be unreasonably withheld or delayed, showing, as applicable, the design services performed or the schedule, by trade, of percentage of completion of the such Tenant Improvements in the PremisesImprovements, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” ”, as that term is defined in Section 4.1.2 3.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesExpansion Space in connection with the Tenant Improvements; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, applicable statutory provisions of Massachusetts law; (iv) a calculation showing the amount of the total payment which is to be funded by Landlord (as reasonably determined part of the Tenant Improvement Allowance) and the amount of the total payment which is to be funded by Landlord, Tenant pursuant to Section 3.2.1 of California Civil Code Section 3262(d)this Work Letter as part of the Over Allowance Amount; and (ivv) all other information reasonably requested by LandlordLandlord in connection with such draw request, or the work underlying the same. Tenant’s Within thirty (30) days after delivery of such 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. Within forty-five (45) days thereafterpayment, Landlord shall deliver a check to Tenant made payable or wire-transfer payment to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.1, above (or, subject to the terms 1.2.2.1 of Section 4.2.1, below, a percentage thereof)this Work Letter, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided . Tenant may direct that Landlord does not dispute any request for make its payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Tenant Improvement Allowance or due portions thereof directly to any substandard workthe Contractor. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar monthNo more frequently than monthly, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Tenant's Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s 's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s acceptance and 's approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment After receipt of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), foregoing and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowTenant Improvement Plans, or due to any substandard work, or for any other reasonable reason, Landlord shall deliver a check to Tenant in an amount equal to the lesser of: (a) the Allowance Percentage of the Tenant Improvement costs for which payment is so requested less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention") or (b) the balance of the undisbursed Tenant Improvement Allowance (excluding the Final Retention). Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth twentieth (5th204h) day of each calendar month, month during the design and construction of the Tenant Improvements (the ‘Submittal Date) (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i1) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4. 1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4. 1 .2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the PremisesContractor, the Contractor will need to provide an application and certificate for payment [AlA form G702-i 992 or equivalent] signed by the ArchitectJSpace Planner, and a breakdown sheet [AlA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic’s lien releases, as applicablewhich lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, 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)Agents; and (ivv) 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. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (1) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made payable to Tenant’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12. 2.2.1 above, above less a ten percent (or, subject to 10%) retention (the terms aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Construction Documents’, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord’s payment of such amounts shall not be deemed Landlord’s Landlords approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s Tenants payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as reasonably determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed constitute, to Tenant’s then-existing actual knowledge, Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request; provided, however, the parties acknowledge that in no event shall the Contractor be a third-party beneficiary with regard to any such acceptance and approval under this sentence. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant (or solely to Tenant to the extent Tenant has previously paid in full to Contractor the amounts corresponding to such request for payment) in payment of the lesser of: (A) “Landlord’s Ratio,” as that term is set forth below, of the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reasonably substantiated reason, it being hereby acknowledged that Tenant shall pay “Tenant’s Ratio,” as that term is set forth below, of the corresponding amounts so requested by Tenant, less a similar ten (10%) retention. 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.

Monthly Disbursements. On or before the fifth (5th) day of Once each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall may deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, 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 (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. Within forty-five thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work. 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. Tenant hereby agrees to withhold a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) of all amounts paid to Contractor.

Monthly Disbursements. On or before the fifth tenth (5th101h) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by TenantTenant and the “Architect”, in a commercially reasonable form to be provided by Landlordan industry standard form, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Expansion Premises, detailing the portion of the work completed and the portion not completed; (ii) paid invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesExpansion Premises and evidence that the previous invoices have been paid; (iii) executed conditional and/or unconditional mechanic’s lien releases, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dSections 8132, 8134, 8136 and 8138 (with respect to sums that are the subject of the current disbursement request, conditional mechanic’s lien releases shall be acceptable, provided that Tenant also submits unconditional mechanic’s lien releases for all sums previously paid in connection with any and all prior disbursement requests) (the “Releases”); and (iv) all other information relating to the construction of the Tenant Improvements as is 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. Within forty-five Thereafter, within thirty (4530) days thereafterafter receipt of such items, Landlord shall deliver a check to Tenant made payable to Tenant (or to Contractor or such other of Tenant’s Agents as requested by ▇▇▇▇▇▇) in payment of the lesser of: (A) the amounts so requested by “tenant ▇▇▇▇▇▇, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). 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.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements Refurbishment (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Lettercontractor, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements Refurbishment in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as "Tenant’s 's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, ") for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Tenant the contractor and Tenant, or directly to the contractor at Landlord's sole discretion, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.11.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Refurbishment Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 2.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. If Landlord fails to disburse the Refurbishment Allowance as required above, Tenant may deliver written notice of such failure, and if Landlord continues to fail to disburse such amount (or fails to disburse any undisputed amounts, while disputing in good faith a portion thereof), Tenant shall have the right to offset any such undisputed amounts from Rent.

Monthly Disbursements. On or before the fifth tenth (5th10th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by TenantTenant and the “Architect”, in a commercially reasonable form to be provided by Landlordan industry standard form, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Second Additional Basement Premises, detailing the portion of the work completed and the portion not completed; (ii) paid invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesSecond Additional Basement Premises and evidence that the previous invoices have been paid; (iii) executed conditional and/or unconditional mechanic’s lien releases, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dSections 8132, 8134, 8136 and 8138 (with respect to sums that are the subject of the current disbursement request, conditional mechanic’s lien releases shall be acceptable, provided that Tenant also submits unconditional mechanic’s lien releases for all sums previously paid in connection with any and all prior disbursement requests) (the “Releases”); and (iv) all other information relating to the construction of the Tenant Improvements as is 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. Within forty-five Thereafter, within thirty (4530) days thereafterafter receipt of such items, Landlord shall deliver a check to Tenant made payable to Tenant (or to Contractor or such other of Tenant’s Agents as requested by ▇▇▇▇▇▇) in payment of the lesser of: (A) the amounts so requested by “tenant ▇▇▇▇▇▇, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). 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.

Monthly Disbursements. On or before the fifth (5th) day From time to time, if Tenant desires disbursement of each calendar month, during the design and construction any portion of the Tenant Improvements (or such other date as Landlord may designate)Construction Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: (i) a request an Application and Certificate for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved Payment (AIA Document G702) ("Application for Payment") signed by Tenant's Architect, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, together with an updated schedule of percentage of completion of the Tenant Improvements in the Premises, detailing values indicating the portion of the work Tenant Improvement Work that has been completed and the portion that has not completedbeen completed as of the date of the request for payment; (ii) an updated Budget setting forth in reasonable detail (A) a computation of the total costs of performing the Tenant Improvements incurred by Tenant during the prior month (including costs related to Change Orders) and (B) the cumulative Tenant Improvement costs incurred through the end of such month; (iii) a calculation of the portion of the request for payment due Tenant's Contractor that is Landlord's Share (as defined below in this Section 4.4(a)); (iv) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, 's Agents for labor rendered and materials for delivered to the Premises; (iiiv) executed conditional mechanic’s 's lien releasesreleases from Tenant's Contractor and Tenant's Agents included in the Application for Payment, as applicabletogether with unconditional mechanic's lien releases from Tenant's Contractor and Tenant's Agents with respect to payments made by Landlord pursuant to Tenant's prior submission of an Application for Payment, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d)Sections 8132 and 8134; and (ivvi) all other information reasonably requested by LandlordLandlord or Encumbrancer to support the disbursement. Tenant’s 's request for payment shall be deemed constitute Tenant’s acceptance 's representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant's Contractor or Tenant's Agents, Tenant has accepted and approval of approved for payment the work furnished and/or the materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s payment request's Contractor or Tenant's Agents. Within Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Work Letter, beyond applicable notice and cure periods, within forty-five (45) days thereafterafter receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant Tenant's Contractor or as otherwise directed in writing by Tenant, in payment of the lesser of: (Ai) Landlord's Share, if applicable, of the Permitted Allowance Items shown in the applicable Application for Payment, after first deducting any amounts so requested by “tenant as set forth in this payable pursuant to Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), 5 and 6 and (Bii) the balance of any remaining available portion of the Tenant Improvement AllowanceConstruction Allowance (excluding the Final Retention), provided that Landlord may withhold from such disbursement amounts attributable to work that Landlord reasonably determines does not dispute any request for payment based on non-compliance of any work comply with the “Approved Working Drawings,” , as amended by Change Orders approved by Landlord. "Landlord's Share" shall be the proportion that term the Construction Allowance bears to the estimated total cost of the Tenant Improvements as reflected in the current Budget. For example, if the estimated total cost of the Tenant Improvements in the current Budget is defined Nine Million One Hundred Fifteen Thousand Sixty and 00/100 Dollars ($9,115,060.00) (calculated at the rate of $95.00 per rentable square foot), Landlord's Share of a draw request would be fifty-three percent (53%), less a five percent (5%) retention. If the estimated total cost of the Tenant Improvements changes during the course of construction due to changes in Section 3.5 belowthe scope of the work, increased costs of materials, delays, or due any other reason, Landlord's Share shall be appropriately adjusted to any substandard workreflect the estimated total cost of the Tenant Improvement at the time of each draw request. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. Tenant shall provide in the construction contracts with Tenant's Contractor that Tenant may withhold from each amount otherwise due Tenant's Contractor a five percent (5%) (or larger) retention (the aggregate amount of such retentions to be known as the "Final Retention") until final completion of the Tenant Improvement Work, and that each Application for Payment shall reflect such five percent (5%) (or larger) retention.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements Work (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4(a) of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements Work in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from (i) the Contractor and (ii) all of “subcontractors, laborers, materialmen and suppliers used by Tenant or Contractor (together with the Contractor, "Tenant’s 's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter"), for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); (iv) a check payable to Landlord in the amount of Tenant's Share (as defined in Section 7(d) below) of the particular amount of the payment requested by the Contractor, (v) the information and documentation set forth on SCHEDULE 4 attached hereto, and (ivvi) all other information reasonably requested by LandlordLandlord ((i), (ii), (iii), (iv), (v) and (vi) are collectively referred to as a "Complete Payment Request"). Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, provided that Tenant has fulfilled each and every covenant in this Work Letter to date, and Tenant is not in default under the terms of this Work Letter or Lease, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof"FINAL RETENTION"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceLandlord's Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowPlans, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. Payment shall be made to Tenant within thirty (30) days after Landlord's receipt of a Complete Payment Request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Fourth Expansion Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Fourth Expansion Premises; (iii) executed mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five (45) days thereafter, and provided that ▇▇▇▇▇▇ has paid the “Tenant Contribution” as provided in Section 4.2.1, below, Landlord shall deliver a check to Tenant made payable to Tenant Tenant, or, if so directed by ▇▇▇▇▇▇, to the Contractor, in payment of the lesser of: (A) the amounts so requested by “tenant ▇▇▇▇▇▇ as set forth in this Section 2.2.3.1, above (orless the Tenant Contribution, subject if applicable), less a ten percent (10%) retention to be retained unless Landmark Builders is the terms Contractor (the aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance if applicable (not including the Final Retention, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed conditional and/or unconditional mechanic’s lien releases, as applicable, 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 (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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.3.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed conditional and/or unconditional mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of the California Civil Code Section 3262(d)Code; 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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, From time to time prior to and during the design and construction of the Tenant Improvements (or such other date as Landlord may designatebut no more frequently than monthly), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” Contractor (as that term is defined in Section 4.1.1 of this Tenant Work Letterbelow), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the Construction Budget (as defined below); (ii) invoices from all of “Tenant’s Agents,” Agents (as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow), for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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)8138; (iv) the construction back-up items described on Schedule 2 attached hereto to the extent not otherwise included above; and (ivv) for the final disbursement, each of the general disbursement items referenced in Section 2.2.2.2 below, and all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant▇▇▇▇▇▇’s acceptance and approval as between Landlord and Tenant of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterFollowing Landlord’s receipt of a completed disbursement request submission, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention but only if Tenant’s Contract with the Contractor does not include a ten percent (10%) retention for all work by the Contractor and subcontractors (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not in good faith dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Drawings (as that term is defined in Section 3.5 below), or due to any substandard work, or for any other valid reason. 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. For avoidance of doubt, ▇▇▇▇▇▇▇▇ will only waive the Final Retention requirement if (and only if) Tenant’s Contract with the Contractor provides for a minimum of a ten percent (10%) retention for all work by the Contractor and subcontractor. Notwithstanding anything to the contrary herein, Landlord shall reimburse Tenant for the following in addition to the Tenant Improvement Allowance: (a) costs incurred due to the presence of Hazardous Materials on or about the Premises in violation of Environmental Law, and (b) costs to bring the Premises, Building, or the Common Areas into compliance with applicable laws and restrictions (with such work described above to be referred to herein as the “Excluded Work”). Such reimbursement for such Excluded Work shall be subject to Landlord’s approval of the nature of such Excluded Work and the costs thereof.

Monthly Disbursements. On or before the fifth (5th) day of Once each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall may deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. Tenant hereby agrees to withhold a ten percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention") of all amounts paid to Contractor.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, 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 (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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the PremisesContractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic’s lien releases, as applicablewhich lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, 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)Sections 8132, 8134, 8136 and 8138; and (ivv) 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. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made payable to Tenant’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject to 10%) retention (the terms aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Construction Documents”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason as provided in this 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 payment request.

Monthly Disbursements. On or before the twenty-fifth (5th25th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within forty-five (45) days thereafterOn or before the last day of the following month, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on a non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) to the extent applicable for the work completed, executed mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Tenant Contractor and Tenant, or directly to Contractor at Landlord’s sole discretion, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant's contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant's approval and acceptance of the work and materials described therein); (ii) invoices from copies of all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this third-party contracts (including change orders) pursuant to which Allowance Items have been incurred (collectively, the "Tenant Work Letter, for labor rendered and materials for the PremisesImprovement Contracts"); (iii) copies of invoices for all labor and materials provided to the Premises and covered by such request for payment; (iv) executed conditional mechanic’s 's lien releasesreleases from all parties who have provided such labor or materials to the Premises (along with executed unconditional mechanic's lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code §§ 8132 and/or 8134, as applicable, 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 (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of Subject to the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) terms hereof, within 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant in the amount requested by Tenant pursuant to the preceding sentence, less a 10% retention with respect to all hard costs (as distinguished from architectural, engineering and permitting costs) except to the extent that such 10% retention has already been reflected in such request for payment (the aggregate amount of such retentions, whether withheld by Landlord or reflected in such requests for payment, shall be referred to in this Work Letter as the lesser of: "Final Retention"), or (Ab) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth tenth (5th10th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord, as to the Improvements performed during the prior month: (i) a request for reimbursement of amounts paid to payment from the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedcompleted and which request for payment shall deduct the retention included in the construction contract with the Contractor (the aggregate amounts of such retentions to be known as the “Final Retention”); (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed trailing mechanic’s lien releases, as applicable, 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)Illinois law; and (iv) all other information reasonably requested by Landlord. Within thirty (30) days after the 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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). 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.

Monthly Disbursements. On If Tenant elects to receive multiple disbursements of the Suite 400 Improvement Allowance, on or before the fifth twentieth (5th20th) day of each any calendar month, during the design and construction of the Tenant Suite 400 Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Suite 400 Expansion Premises Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Suite 400 Improvements in the Suite 400 Expansion Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Suite 400 Expansion Premises Work Letter, for labor rendered and materials for delivered to the Suite 400 Expansion Premises; (iii) executed mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Suite 400 Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.. Landlord’s initials /s/ K.W. Tenant’s initials /s/ B.R. EXHIBIT B Third Amendment 4 Lyft, Inc.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Tenant Contractor and Tenant, or directly to Contractor at Landlord’s sole discretion, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Additional Premises and/or the Existing Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Additional Premises and/or the Existing Premises (if such invoice is for the PremisesContractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the First Amendment Allowance; (iv) executed mechanic’s lien releases, as applicablewhich lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, 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)Sections 8132, 8134, 8136 and 8138; and (ivv) 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. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made payable to Tenant’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject to 10%) retention (the terms aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceFirst Amendment Allowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Construction Documents”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason as provided in this 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 payment request.

Monthly Disbursements. On or before the fifth (5th) day From time to time, if Tenant desires disbursement of each calendar month, during the design and construction any portion of the Tenant Improvements (or such other date as Landlord may designate)Improvement Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: (a) an Application and Certificate for Payment (AIA Document G702) (“Application for Payment”) signed by Tenant’s Architect, together with an updated schedule of values indicating the portion of the Tenant Improvement Work that has been completed and the portion that has not been completed as of the date of the request for payment; (b) an updated Budget setting forth in reasonable detail (i) a request for reimbursement computation of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 total costs of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of performing the Tenant Improvements in incurred by Tenant during the Premises, detailing prior month (including costs related to Plan Modifications) and (ii) the cumulative Tenant Improvement costs incurred through the end of such month; (c) a calculation of the portion of the work completed and the portion not completedrequest for payment due Tenant’s Contractor that is Landlord’s Share (as defined below in this Section 6.5.1); (iid) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, from all of Tenant’s Agents for labor rendered and materials delivered to the Premises; (e) executed conditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents included in the Application for Payment, together with unconditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents with respect to payments made by Landlord pursuant to Tenant’s prior submission of an Application for Payment, which shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d)Sections 8132 and 8134; and (ivf) all other information reasonably requested by Landlord or Landlord’s lender to support the disbursement. Tenant’s request for payment shall be deemed constitute Tenant’s acceptance representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant’s Contractor or Tenant’s Agents, Tenant has accepted and approval of approved for payment the work furnished and/or the materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s payment requestContractor or Tenant’s Agents. Within Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Agreement, within forty-five (45) days thereafterafter receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant Tenant’s Contractor or as otherwise directed in writing by Tenant, in payment of the lesser of: (Ai) Landlord’s Share, if applicable, of the Permitted Allowance Items shown in the applicable Application for Payment, after first deducting any amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject payable pursuant to the terms of Section 4.2.1, below, a percentage thereof)Sections 2.2.7 and 6.3 above, and (Bii) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (excluding the Final Retention), provided that Landlord may withhold from such disbursement amounts attributable to work that Landlord reasonably determines does not dispute any request for payment based on non-compliance of any work comply with the Approved TI Construction Drawings, as amended by Plan Modifications approved by Landlord. “Approved Working Drawings,Landlord’s Share” shall be the proportion that the Tenant Improvement Allowance bears to the estimated total cost of the Tenant Improvements as that term reflected in the current Budget. For example, if the estimated total cost of the Tenant Improvements in the current Budget is defined Twenty-Four Million Seven Hundred Thirty-One Thousand Three Hundred Seventy-Five Dollars ($24,731,375) (calculated at the rate of $125.00 per rentable square foot), Landlord’s Share of a draw request would be fifty-six percent (56%), less the five percent (5%) retention. If the estimated total cost of the Tenant Improvements changes during the course of construction due to changes in Section 3.5 belowthe scope of the work, increased costs of materials, delays, or due any other reason, Landlord’s Share shall be appropriately adjusted to any substandard workreflect the estimated total cost of the Tenant Improvement at the time of each draw request. 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. Tenant shall provide in the construction contracts with Tenant’s Contractor and Tenant’s Agents that Landlord and Tenant may withhold from each amount otherwise due Tenant’s Contractor or Tenant’s Agents a five percent (5%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) until final completion of the Tenant Improvement Work, and that each Application for Payment shall reflect such five percent (5%) retention.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid Tenant’s payments to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord or otherwise reasonably approved by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, and detailing the portion of the work completed and the portion not completed; (ii) invoices marked paid from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, or other reasonable evidence of payment made by Tenant for labor rendered and materials for delivered to the Premises; (iii) executed unconditional mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed (vis-à-vis Landlord) Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). 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. If any work which is the subject of a request for payment creates a Design Problem, Tenant shall correct and eliminate such Design Problem as soon as reasonably possible.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the PremisesContractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic’s lien releases, as applicablewhich lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, 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)Agents; and (ivv) 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. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made payable to Tenant’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject to 10%) retention (the terms aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Construction Documents”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason as provided in this 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 payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord or Tenant may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the PremisesContractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic’s lien releases, as applicablewhich lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, 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)Agents; and (ivv) 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. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made payable to Tenant’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject to 10%) retention (the terms aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement AllowanceAllowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Construction Documents”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason as provided in this 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 payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as reasonably determined by Landlord and Tenant, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (iv) all other information reasonably requested by LandlordLandlord in writing. 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, Jess a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Refurbished Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the Tenant’s general contractor (“Contractor,” as that term is defined in Section 4.1.1 of this ”), which Contractor shall be retained by Tenant Work Letterand shall be subject to Landlord’s reasonable prior written approval, and which request shall be approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of 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 Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter”), for labor rendered and materials delivered to the Premises for the PremisesRefurbished Improvements; (iii) executed mechanic’s mechanics’ lien releases, as applicable, 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)8132; 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. Within forty-five thirty (4530) days thereafterafter Landlord’s receipt of all of the applicable information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth Tenant (but in this Section 2.2.3.1, above (or, subject no event to exceed the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion amount of the Tenant Improvement Refurbishment Allowance), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Refurbishment Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement or payment of amounts paid or to be paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, including, the Architect and Engineers, as the case may be, and other third parties (such as the manufacturer, seller or distributor of any equipment that is pre-ordered by Tenant and to be incorporated into the Tenant Improvements, whether or not such pre-ordered equipment is actually incorporated into the Tenant Improvements by the end of the eighteenth (18th) month following the Lease Commencement Date) for labor rendered and materials for the Premises; (iii) executed mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On If Tenant elects to receive multiple disbursements of the Additional Improvement Allowance, on or before the fifth twentieth (5th20th) day of each any calendar month, during the design and construction of the Tenant Additional Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Additional Premises Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Additional Improvements in the Additional Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Additional Premises Work Letter, for labor rendered and materials for delivered to the Additional Premises; (iii) executed mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Additional Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth tenth (5th10th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by TenantTenant and the “Architect”, in a commercially reasonable form to be provided by Landlordan industry standard form, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) paid invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesPremises and evidence that the previous invoices have been paid; (iii) executed conditional and/or unconditional mechanic’s lien releases, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dSections 8132, 8134, 8136 and 8138 (with respect to sums that are the subject of the current disbursement request, conditional mechanic’s lien releases shall be acceptable, provided that Tenant also submits unconditional mechanic’s lien releases for all sums previously paid in connection with any and all prior disbursement requests) (the “Releases”); and (iv) all other information relating to the construction of the Tenant Improvements as is 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. Within forty-five Thereafter, within thirty (4530) days thereafterafter receipt of such items, Landlord shall deliver a check to Tenant made payable to Tenant (or to Contractor or such other of Tenant’s Agents as requested by Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). 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.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) invoices from copies of all of third-party contracts (including change orders) pursuant to which Allowance Items have been incurred (collectively, the “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the PremisesImprovement Contracts”); (iii) copies of invoices for all labor and materials provided to the Premises and covered by such request for payment; (iv) executed conditional mechanic’s lien releasesreleases from all parties who have provided such labor or materials to the Premises (along with executed unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code §§ 8132 and/or 8134, as applicable, 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 (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of Subject to the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) terms hereof, within 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant in the amount requested by Tenant pursuant to the preceding sentence, less a 10% retention with respect to all hard costs (as distinguished from architectural, engineering and permitting costs) except to the extent that such 10% retention has already been reflected in such request for payment (the aggregate amount of such retentions, whether withheld by Landlord or reflected in such requests for payment, shall be referred to in this Work Letter as the lesser of: “Final Retention”), or (Ab) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). 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 described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 4.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"FINAL RETENTION"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth occurrence of a uniform date designated by Landlord (5ththe “Submittal Date”) day of for each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovements, detailing the portion of the work Tenant’s Work completed and the portion not completedcompleted and demonstrating that the relationship between the cost of Tenant’s Work completed and the cost of Tenant’s Work to be completed complies with the terms of the “Final Costs,” as that term is defined in Section 4.2.1 of this Tenant Work Letter; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4.2.2.1 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesProperty; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents performing or providing services or materials, which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dapplicable Utah law; provided, in the event Tenant fails to obtain an executed mechanic’s lien release from any of Tenant’s Agents providing services or materials with a cost of $50,000 or less (each, a “Missing Lien Release”), Landlord will pay such draw request less the amount of the any such Missing Lien Releases; 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 Tenant’s Work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a five percent (or, subject 5%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reasons. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar monthNo more frequently than monthly, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Tenant's Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s 's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s acceptance and 's approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment After receipt of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), foregoing and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowTenant Improvement Plans, or due to any substandard work, or for any other reason, Landlord shall deliver a check to Tenant in an amount equal to the lesser of: (a) the Allowance Percentage of the Tenant Improvement costs for which payment is so requested less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention"), or (b) the balance of the undisbursed Tenant Improvement Allowance (excluding the Final Retention). Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as if applicable, 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 (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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, and with the HVAC System Work clearly outlined or provided in a separate request, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth tenth (5th10th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter4.1 below, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within fortyOn or before the tenth (10th) day following the delivery of the above-five (45) days thereafterreferenced items, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth (5th) a day of each calendar month, as mutually agreed upon by Tenant and Landlord and designated to be the disbursement date (but no less than once per month), during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by LandlordLandlord and reasonably customary for such requests, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovements, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered in connection with the PremisesImprovements; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents Agents, which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed deemed, as between Landlord and Tenant, Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five Thereafter, Landlord shall, within thirty (4530) days thereafterafter the date of any such request, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a retention equal to ten percent (or, subject 10%) of the total amount requested by Tenant for the relevant month (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that (x) Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard workwork that Landlord asserts is below the quality standard required under the Lease, as amended, or the Work Letter, or for any other reason permitted under this Work Letter, (y) Landlord shall, within the time period provided herein, pay any approved portion of the relevant request and only withhold payment for disputed items, and (z) Landlord shall deliver a writing to Tenant that states the amount of any disbursement request that is disapproved, and specifies the reason for any disapproval. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as reasonably determined by Landlord and Tenant, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion cornpletion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (iv) all other information reasonably requested by LandlordLandlord in writing. 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter4.1 below, approved by Tenant, in a commercially reasonable form to be provided by Landlord, using the current AIA contract and payment forms showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) paid invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases (which may be conditional releases pending receipt of payment) from all of Tenant’s Agents which shall comply with the appropriate provisionsprovisions of Arizona law, as reasonably determined by Landlord, of California Civil Code Section 3262(d)▇▇▇▇▇▇▇▇; and (iv) all other information reasonably requested by LandlordLandlord including sign off by ▇▇▇▇▇▇’s architect with respect to such payment request. 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. Within fortyOn or before the twenty-five fifth (4525th) days thereafterday of the following calendar month in which ▇▇▇▇▇▇’s request for payments is delivered, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant ▇▇▇▇▇▇, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed constitute, to Tenant’s 's then-existing actual knowledge, Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request; provided, however, the parties acknowledge that in no event shall the Contractor be a third-party beneficiary with regard to any such acceptance and approval under this sentence. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant (or solely to Tenant to the extent Tenant has previously paid in full to Contractor the amounts corresponding to such request for payment) in payment of the lesser of: (A) "Landlord's Ratio," as that term is set forth below, of the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reasonably substantiated reason, it being hereby acknowledged that Tenant shall pay "Tenant's Ratio," as that term is set forth below, of the corresponding amounts so requested by Tenant, less a similar ten (10%) retention. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth From time to time, but not more frequently than one (5th1) time in any thirty (30) consecutive day of each calendar month, period during the design and construction of the Tenant Improvements (or such other date as Landlord may designateand not less frequently than monthly during the construction of the Improvements), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided on AIA forms G702 or G703 (or comparable forms reasonably approved by Landlord), showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesPremises and proof of payment of the same by Tenant; (iii) executed unconditional mechanic’s lien releases, as applicable, 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(d8134 or, if applicable, Section 8138; provided, however, that with respect to fees and expenses of the Architect, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii), above, of this Work Letter, is not applicable (collectively, the “Non-Contribution Items”), Tenant shall only be required to deliver to Landlord an invoice of the cost for the applicable Non-Contribution Items and proof of payment by Tenant; and (iv) all other information reasonably requested by Landlordof the Tenant Deliverables set forth in Sections 2 and 3 of the List of Tenant Deliverables (i.e., the “Ongoing During Construction” and “Prior to Release of Any Funds” categories of Tenant Deliverables, respectively), to the extent such items are not mentioned in clauses (i) through (iii) of this Section 2.2. 1. Tenant’s request for payment shall shall, as between Landlord and Tenant only, be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-à-vis Landlord. Within forty-five thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable by wire transfer of immediately available funds the amount that is equal to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided provided, however, that Landlord does not dispute any request for (x) no such retention shall be applicable to the fees of the Architect, Engineers, Tenant’s project manager and consultants, and (y) with respect to payment based on non-compliance of any work requests in connection with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowconstruction of the Improvements only, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)for each Construction Premises, Tenant shall deliver to Landlord: (ia) a request for reimbursement payment of amounts paid to the “Contractor,” Contractor (as that term is defined in Section 4.1.1 of this Tenant Work Letterbelow), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the for such Construction Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the Construction Budget (as defined below) for such Construction Premises; (iib) invoices from all of “Tenant’s Agents,” Agents (as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow), for labor rendered and materials for the delivered to such Construction Premises; (iiic) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents with respect to such work which shall comply with the appropriate provisionsLegal Requirements, as reasonably determined by Landlord, of California Civil Code Section 3262(d)the State of Utah; and (ivd) 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 for such Construction Premises as set forth in Tenant’s payment request. Within forty-five On or before the twentieth (4520th) days thereafterday of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to the Contractor and Tenant in payment of the lesser of: of (Ai) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1 above with respect to such Construction Premises, above less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions with respect to such Construction Premises to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (Bii) the balance of any remaining available portion of the Tenant Improvement AllowanceTI Portion (not including the Final Retention) applicable to such Construction Premises, provided that Landlord does not dispute any request for payment based on non-compliance of any work applicable to such Construction Premises with the “Approved Working Drawings,” Drawings (as that term is defined in Section 3.5 below) therefor, or due to any substandard work, or for any other good faith reason. 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.

Monthly Disbursements. On or before the fifth From time to time, but not more frequently than one (5th1) time in any thirty (30) consecutive day of each calendar month, period during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided on AIA forms G702 or G703 (or comparable forms reasonably approved by Landlord), showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesPremises and proof of payment of the same by Tenant; and (iii) executed unconditional mechanic’s lien releases, as applicable, 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(d8134 or, if applicable, Section 8138; provided, however, that with respect to fees and expenses of the Architect, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii); , above, of this Work Letter, is not applicable (collectively, the “Non-Contribution Items”), Tenant shall only be required to deliver to Landlord an invoice of the cost for the applicable Non-Contribution Items and (iv) all other information reasonably requested proof of payment by LandlordTenant. Tenant’s request for payment shall shall, as between Landlord and Tenant only, be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-à-vis Landlord. Within forty-five thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided provided, however, that Landlord does not dispute any request for (x) no such retention shall be applicable to the fees of the Architect, Engineers, Tenant’s project manager and consultants, and (y) with respect to payment based on non-compliance of any work requests in connection with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowconstruction of the Improvements only, or due to any substandard work. 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.

Monthly Disbursements. On If Tenant elects to receive multiple disbursements of the Expansion Improvement Allowance, on or before the fifth twentieth (5th20th) day of each any calendar month, during the design and construction of the Tenant Expansion Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Expansion Premises Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Expansion Improvements in the Expansion Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Expansion Premises Work Letter, for labor rendered and materials for delivered to the Expansion Premises; (iii) executed mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, LandLord’s initials /s/ K.W. Tenant’s initials /s/ B.R. EXHIBIT B First Amendment 6 Lyft, Inc. 8136 and 8138; 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Expansion Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter4.1 below, approved by Tenant, in a commercially reasonable form to be provided by Landlord, using the current AIA contract and payment forms showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesExpansion Space, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) paid invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials for delivered to the PremisesExpansion Space; (iii) executed mechanic’s lien releases, as applicable, releases (which may be conditional releases pending receipt of payment) from all of Tenant’s Agents which shall comply with the appropriate provisionsprovisions of Arizona law, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordLandlord including sign off by Tenant’s architect with respect to such payment request. 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. Within fortyOn or before the twenty-five fifth (4525th) days thereafterday of the following calendar month in which Tenant’s request for payments is delivered, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance noncompliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On Once each month, or before from time to time upon predetermined milestones as mutually agreed upon by Landlord and Tenant, on a day designated by Landlord or if no date is designated by Landlord, then on the fifth (5th) day first Tuesday of each calendar monthmonth (in either event, a “Submittal Date”) during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (iA) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, and/or to the “Architect” and/or to the “Engineers,” as such terms are defined in Section 3.1 below, and/or to Tenant’s various consultants or other persons or entities entitled to payment (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a commercially reasonable form to be provided by Landlord and Landlord’s lender, each showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (iiB) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4.1(b) of this Tenant Work Letter, for labor rendered and materials delivered to the Premises for the Premisesapplicable payment period; (iiiC) executed mechanic’s conditional mechanics’ lien releases, as applicable, releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d8132 or 8136 or unconditional releases if appropriate pursuant to California Civil Code Section 8134 or 8138; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (A) through (C) above of this Tenant Work Letter, is not applicable (collectively, the “Non-Construction Allowance Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (ivD) all other information reasonably requested in good faith 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 requestrequest vis-à-vis Landlord. Within forty-five fifteen (4515) days thereafterfollowing the Submittal Date, and assuming Landlord receives all of the information described in items (A) through (D) above in Landlord’s lender prescribed form, Landlord shall use commercially reasonable best efforts to deliver a check to Tenant made jointly payable to Contractor and Tenant or if Tenant elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant and/or a separate check to Tenant where Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor (or other supplier of services or goods) accompanied when appropriate by unconditional lien releases, or any other provider of goods and services designated by Tenant to Landlord, and Tenant in payment of the lesser of: (A1) the amounts so requested by “tenant Tenant, as set forth above in this Section 2.2.3.12.2(b)(i), above less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); provided, subject however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to amounts due to Tenant’s consultants, the Architect, or the Engineer or for Non-Construction Allowance Items or other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the terms Premises and subcontractors for completing performance of Section 4.2.1, below, a percentage thereof)their work substantially in advance of the completion of the Tenant Improvements, and (B2) the balance of any remaining available portion of the Tenant Improvement Allowance, provided Allowance (not including the Final Retention). In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Working Construction Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and Tenant shall cause such work to be corrected. Such procedure shall also be applicable in connection with the payment of the Final Retention. 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. If Tenant receives a check payable to anyone other than solely to Tenant, Tenant may return such check to Landlord and receive a replacement check made payable only to Tenant within ten (10) business days, if Tenant provides the releases and evidence to the extent required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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)) [such releases shall be conditioned with respect to the current month’s request for payment and unconditional with respect to the prior month’s request]; 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. Within forty-five (45) days thereafterThereafter, and provided Tenant has made Tenant’s Contribution pursuant to Section 2.3 below, Landlord shall within thirty (30) days after receipt of the items specified in the foregoing clauses (i)-(iv), deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.1, above above, less a [***] percent (or, subject [***]%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the twenty-fifth (5th25th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as in a form reasonably determined by acceptable to Landlord, of California Civil Code Section 3262(d); 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 and /or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterOn or before the last day of the following month, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Allowance, if applicable (not including the Final Retention), provided that Landlord does not dispute any request for payment based on a non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.2 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter4.1 below, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d); 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. Within forty-five On or before the twentieth (4520th) days thereafterday of the following calendar month, Landlord shall deliver a check to Tenant Contractor made payable to Contractor (and/or a separate check made payable directly to Tenant for that portion, if any, of the requested amount representing reimbursement to Tenant of amounts previously paid directly by Tenant from Tenant’s own funds to the Contractor, and/or the Architect and Engineers, which amounts shall be evidenced by invoices and paid receipts delivered by Tenant to Landlord concurrently with the delivery of any such request for disbursement) in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason; provided, however, if there is an Over-Allowance Amount required to be paid by Tenant pursuant to Section 4.2 below for any such disbursement, Landlord shall only be required to make a disbursement of the applicable portion of the Tenant Improvement Allowance in accordance with the foregoing equal to Landlord’s pro rata share of the Tenant Improvement Allowance applicable to such disbursement and only after Tenant has paid (or only if Tenant concurrently pays) Tenant’s pro rata share of the Over-Allowance Amount applicable to such disbursement. For purposes hereof, Landlord’s pro rata share applicable to each such disbursement amount of the Tenant Improvement Allowance shall equal the percentage resulting from dividing the Tenant Improvement Allowance by the total cost of the Tenant Improvement Allowance Items as estimated in the Final Costs Statement delivered pursuant to Section 4.2 below, and Tenant’s pro rata share applicable to each such disbursement of the Over-Allowance Amount shall equal the Over-Allowance Amount divided by such total cost of the Tenant Improvement Allowance Items, subject to adjustment pursuant to the last sentence of Section 4.2.1 below. 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.

Monthly Disbursements. On Once each month on a day designated by Landlord or before if no date is designated by Landlord, then on the fifth (5th) day first Tuesday of each calendar monthmonth (in either event, a “Submittal Date”) during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (iA) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, and/or to the “Architect” and/or to the “Engineers,” as such terms are defined in Section 3.1 below, and/or to Tenant’s various consultants or other persons or entities entitled to payment (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (iiB) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, Agents (hereinafter defined) for labor rendered and materials delivered to the Premises for the Premisesapplicable payment period; (iiiC) executed mechanic’s conditional mechanics’ lien releases, as applicable, releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d) or unconditional releases if appropriate; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (A) through (C) above of this Tenant Work Letter, is not applicable (collectively, the “Non-Construction Allowance Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (ivD) all other information reasonably requested in good faith 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 requestrequest vis-à-vis Landlord. Within forty-five thirty (4530) days thereafterfollowing the Submittal Date, and assuming Landlord receives all of the information described in items (A) through (D) above, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant or if Tenant elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant and/or a separate check to Tenant where Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor (or other supplier of services or goods) accompanied when appropriate by unconditional lien releases, or any other provider of goods and services designated by Tenant to Landlord, and Tenant in payment of the lesser of: (A1) the amounts so requested by “tenant Tenant, as set forth above in this Section 2.2.3.12.2(b)(i), above less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); provided, subject however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to amounts due to Tenant’s consultants, the Architect, or the Engineer or for Non-Construction Allowance Items or other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the terms Premises and subcontractors for completing performance of Section 4.2.1, below, a percentage thereof)their work substantially in advance of the completion of the Tenant Improvements pursuant to the Approved Construction Drawings, and (B2) the balance of any remaining available portion of the Tenant Improvement Allowance, provided Allowance (not including the Final Retention). In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Working Construction Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and Tenant shall cause such work to be corrected so that such work is no longer substandard. Such procedure shall also be applicable in connection with the payment of the Final Retention. 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. If Tenant receives a check payable to anyone other than solely to Tenant, Tenant may return such check to Landlord and receive a replacement check made payable only to Tenant within ten (10) business days, if Tenant provides the releases and evidence to the extent required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day (the “Submittal Date”) of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall shall, if Tenant desires disbursements of the Tenant Improvement Allowance at such time, deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1(a) of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2(a) of this Tenant Work Letter, as such Construction Budget may be updated from time to time; (ii) invoices from all of “Tenant’s Agents,” ”, as that term is defined in Section 4.1.2 4.1(b) of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) in connection with reimbursement payments to Tenant, executed mechanic’s unconditional lien releases, as applicableand in connection with payments that are not reimbursements, conditional lien releases, in each case, 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)Sections 8132 through 8138; and (iv) all other information reasonably requested by Landlord. As between Landlord and Tenant, 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. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant Contractor made payable to Contractor, or a check to Tenant payable to Tenant if Tenant is requesting reimbursements for previous amounts paid by Tenant to its Agents, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)2.2(b)(1) above, and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention as the term is defined in Section 2.2(b)(2) below), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may reasonably designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided reasonably approved by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, the Contractor for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (iv) all other information reasonably requested by Landlord. As between Landlord and Tenant, 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, but shall not otherwise be deemed to waive any warranty or other obligation that the Contractor may have pursuant to its contract with Tenant. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) (provided, subject to however, that if Tenant’s request for payment or invoice from the terms of Section 4.2.1Contractor includes a ten percent (10%) retention, below, a percentage thereofLandlord shall not withhold an additional retention from its payment), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth (5th) 22nd day of --------------------- each calendar month, as determined by Lessor, during the design and construction of the Tenant Improvements (or such other date as Landlord Lessor may designate), Tenant Lessee shall deliver to LandlordLessor: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by TenantLessee, in a commercially reasonable ----------- form to be provided by LandlordLessor, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s "Lessee's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work ------------- Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s Lessee's Agents which shall comply with the appropriate provisions, as reasonably determined by LandlordLessor, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordLessor. Tenant’s Lessee's request for payment shall be deemed Tenant’s Lessee's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s Lessee's payment request. Within forty-five (45) days thereafterThereafter, Landlord Lessor shall deliver a check to Tenant Lessee made jointly payable to Tenant Contractor and Lessee in payment of the lesser of: (A) the amounts so requested by “tenant Lessee, as set forth in this Section 2.2.3.1------- 2.2.2.1 above, above less a ten percent (or, subject 10%) retention (the aggregate amount of such ------- retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord Lessor does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any ----------- substandard work, or for any other reason. Landlord’s Lessor's payment of such amounts shall not be deemed Landlord’s Lessor's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s Lessee's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, month during the design and construction of the Tenant Improvements Work (or such other date as Landlord may designatedesignate prior to its receipt of Tenant’s first request for reimbursement), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” Third Party Contractor or to any Tenant’s Agents (as defined below) that term is defined in Section 4.1.1 of this have provided Tenant Work Letter, approved by TenantImprovement Allowance Items, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements Work in the Premises, detailing the portion of the work completed and the portion not completed; ;, (ii) invoices from all of subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Third Party Contractor to be known collectively as “Tenant’s 's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter”), for labor rendered and materials provided for the Premises; (iii) executed mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Legal Requirements; 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 (collectively, items (i) through (iii) referred to as set forth in Tenant’s payment requesta “Requisition”). Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant Tenant, in payment of the lesser of: (A) the amounts so requested by “tenant amount shown on the Requisition, less a five percent (5%) retention (the aggregate amount of such retentions to be known as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, if applicable (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on alleged non-compliance of any work portion of the Tenant Improvements Work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workfinal Tenant Improvements Plans. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. Landlord shall promptly release to Tenant the Final Retention upon substantial completion of the Tenant Improvements Work and receipt by Landlord of a certificate from Tenant’s architect certifying that the Tenant Improvements Work has been completed in conformity with the Final Plans.

Monthly Disbursements. On or before the fifth tenth (5th10th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by TenantTenant and the "Architect", in a commercially reasonable form to be provided by Landlordan industry standard form, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) paid invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesPremises and evidence that the previous invoices have been paid; (iii) executed conditional and/or unconditional mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dSections 8132, 8134, 8136 and 8138 (the "Releases"); and (iv) all other information relating to the construction of the Tenant Improvements as is 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. Within forty-five Thereafter, within thirty (4530) days thereafterafter receipt of such items, Landlord shall deliver a check to Tenant made payable to Tenant (or to Contractor or such other of Tenant's Agents as requested by Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On So long as no Event of Default has occurred and is continuing, Landlord shall disburse the Tenant Improvement Allowance to or before for the fifth benefit of Tenant in installments not more frequently than once every thirty (5th30) day days based upon Landlord’s receipt of each calendar monthpayment applications on AIA Document G702-1992 (together with 3 Second & Spring Avalara, during Inc. G703 1992) or any updated version thereof or reasonably equivalent document signed by the design Architect and construction the Contractor (as defined below) (“Payment Application”) and subject to satisfaction of the requirements set forth in clauses (i), (ii), (iii) and (iv) below with respect to Tenant Improvement Allowance Items included in the portion of the Tenant Improvements Improvement work that is the subject of each such Payment Application; provided, however, that Landlord shall not be required to disburse any installment of Tenant Improvement Allowance more than once each thirty (or such other 30) days. Other disbursement items, including design fees, permit fees, etc. shall be consolidated into single invoice with a summary of individual line items with reasonable level of backup as required. Payments shall be net 30 from date as Landlord may designate), of submittal. Landlord’s obligation to disburse installments of the Tenant Improvement Allowance shall deliver be subject to Landlordthe following requirements: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved inspection by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion Landlord of the Tenant Improvements Premises and Landlord’s determination in the Premises, detailing its reasonable judgment that the portion of the Tenant Improvement work that is the subject of the applicable Payment Application has been completed in strict accordance with the Approved Working Drawings and applicable Code (provided, however, that such determination shall in no way constitute Landlord’s endorsement or certification that such work has in fact been constructed in conformance with the Approved Working Drawings or applicable Code), and that any repairs to the Premises necessitated by such portion not completedof the Tenant Improvement work have been made to the reasonable satisfaction of Landlord; (ii) receipt by Landlord of appropriate individual receipts and invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premisestotal amount of the Tenant Improvement Allowance Items included in the portion of the Tenant Improvement work that is the subject of the applicable Payment Application; (iii) executed mechanicconditional lien waivers from the Contractor and all other Tenant Agents (as defined below) furnishing labor or materials with respect to the portion of the Tenant Improvement work that is the subject of the Payment Application and unconditional lien waivers with respect to all portions of the Tenant Improvement work for which payment has been received (whether from Landlord or Tenant) from the Contractor and all other Tenant Agents furnishing labor or materials with respect to such Tenant Improvement work and upon Landlord’s lien releases, as applicablerequest based upon reasonable cause, from all of Tenant’s Agents which shall comply with the appropriate provisionsindividual laborers, as in a form reasonably determined by satisfactory to Landlord, of California Civil Code Section 3262(d); and (iv) receipt by Landlord of 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. Within forty-five (45) days thereafter, Landlord shall deliver a check to disburse the Tenant made payable Improvement Allowance in installments, with checks issued by Landlord to Tenant in payment of an amount equal to the lesser of: of (A) the amounts so amount requested by in the Payment Application less a ten percent (10%) retention (the aggregate amount of which shall be referred to as the “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), Landlord’s Final Retention”) and (B) the balance of any remaining available portion amount of the Tenant Improvement Allowance, provided that Allowance (not including the Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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 requestFinal Retention).

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request request(s) for reimbursement payment of amounts paid to the “Architect,” “Engineer” and/or “Contractor,” as that term is such terms are defined in Section 4.1.1 Sections 3.1 and 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing (as applicable) the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesExpansion Space, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4.2 of this Tenant Work Letter, for services provided, labor rendered and materials for delivered to the PremisesExpansion Space; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) copies of all third-party contracts (including change orders) pursuant to which the Tenant Improvement Work has been performed, including paid invoices from all of parties providing labor or materials to the Premises (collectively, the “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the PremisesConstruction Contracts”); (iii) executed conditional mechanic’s lien releases, as applicable, releases from all parties providing labor or materials to the Premises (along with unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph) satisfying any applicable requirements of Tenant’s Agents which shall comply with the appropriate provisionsLaw, as reasonably determined by Landlord, of California Civil Code Section 3262(d); 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. Within forty-five (45) 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant Tenant, in payment the amount of the lesser of: of (Aa) Landlord’s Share (defined below) of the amount requested by Tenant pursuant to the preceding sentence, less a 10% retention (the aggregate amount of such retentions shall be referred to in this Work Letter as the “Final Retention”), or (b) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). 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 described in Tenant’s payment request. As used in this Section 1.2.2.1, “Landlord’s Share” means the lesser of (i) 100%, or (ii) the percentage obtained by dividing the Allowance by the estimated sum of all TI Allowance Items, as determined based on the Construction Contracts.

Monthly Disbursements. On or before the fifth From time-to-time, but not more frequently than monthly (5theach, a “Submittal Date”) day of each calendar month, during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (iA) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 3.1 of this Tenant Work Letter, and/or to the “Architect” and/or to the “Engineers,” as such terms are defined in Section 2.1 below, and/or to Tenant’s various consultants or other persons or entities entitled to payment (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Expansion Premises, detailing the portion of the work completed and the portion not completed; (iiB) invoices from all of “Tenant’s Agents,” as Agents (hereinafter defined) for labor rendered and materials and equipment delivered to the Expansion Premises for the applicable payment period; (C) executed conditional mechanics’ lien releases from all of applicable Tenant’s Agents that term is defined have mechanic lien rights, which shall substantially comply with the appropriate provisions of California Civil Code Section 3262(d) or unconditional releases if appropriate; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items or FF&E costs, for which the payment scheme set forth in Section 4.1.2 items (A) through (C) above of this Tenant Work Letter, for labor rendered and materials is not applicable (collectively, the “Non-Construction Allowance Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of incurring the cost for the Premises; applicable Non-Construction Allowance Items (iii) executed mechanic’s unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases, as applicable, from all of Tenant’s Agents which shall comply releases must be submitted in connection with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dsuch costs); and (ivD) all other information reasonably requested in good faith 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 requestrequest vis-à-vis Landlord. Within forty-five thirty (4530) days thereafterfollowing the Submittal Date, and assuming Landlord receives all of the information described in items (A) through (D) above, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant or if Tenant elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant and/or a separate check to Tenant where Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor (or other supplier of services or goods) accompanied when appropriate by unconditional lien releases, or any other provider of goods and services designated by Tenant to Landlord, and Tenant in payment of the lesser of: (A1) the amounts so requested by “tenant Tenant, as set forth above in this Section 2.2.3.11.2(b)(i), above less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); provided, subject however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to amounts due to Tenant’s consultants, the Architect, or the Engineer or for Non-Construction Allowance Items or other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the terms Expansion Premises and subcontractors for completing performance of Section 4.2.1, below, a percentage thereof)their work substantially in advance of the completion of the Tenant Improvements pursuant to the Approved Construction Drawings, and (B2) the balance of any remaining available portion of the Tenant Improvement Allowance, provided Allowance (not including the Final Retention). In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Working Construction Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and Tenant shall cause such work to be corrected so that such work is no longer substandard. Such procedure shall also be applicable in connection with the payment of the Final Retention. 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. If Tenant receives a check payable to anyone other than solely to Tenant, Tenant may return such check to Landlord and receive a replacement check made payable only to Tenant within ten (10) business days, if Tenant provides the releases and evidence to the extent required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth Once each month on a day designated by Landlord (5tha "SUBMITTAL DATE") day of each calendar month, during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 SECTION 4.1 of this Tenant Work LetterLetter (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment and provides the evidence of such payment as more particularly identified below), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) original invoices (unless the Federal Drug Administration or other governmental agency requires any such original invoice, in which case a true copy of such invoice shall be allowed) from all of “"Tenant’s 's Agents,” " as that term is defined in Section SECTION 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises for the Premisesapplicable payment period; (iii) executed conditional mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d), or unconditional releases if appropriate; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii), above of this Tenant Work Letter, is not applicable (collectively, the "NON-CONSTRUCTION ALLOWANCE ITEMS"), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (iv) all other information reasonably requested in good faith by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment requestrequest vis-a-vis Landlord. Within On or before the date occurring forty-five (45) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant and/or a separate check to Tenant to the extent Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor (or other supplier of services or goods) accompanied, when appropriate, by unconditional lien releases, or any other provider of good and services designated by Tenant to Landlord, and Tenant, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section SECTION 2.2.3.1, above above, less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the "FINAL RETENTION"), subject provided, however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to Non-Construction Allowance Items or other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the terms of Section 4.2.1, below, a percentage thereof)Premises, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided Allowance (not including the Final EXHIBIT B -4- Retention). In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Working Construction Drawings, or substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and if the work is clearly substandard or if the material non-compliance creates a "Design Problem,” " as that term is defined in Section 3.5 belowSECTION 3.2 of this Tenant Work Letter, or due Tenant shall cause such work to any be corrected so that such work is no longer substandard workand/or that no Design Problem exists. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. If Tenant receives a check payable to anyone other than solely to Tenant for a monthly disbursement pursuant to this SECTION 2.2.3.1 or the Final Retention, Tenant may return such check to Landlord and receive a check made payable only to Tenant, if Tenant provides the releases and evidence required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day (the “Submittal Date”) of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Expansion Space or Existing Premises, as applicable, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 of this Tenant Work Letter; (ii) invoices from all of “Tenant’s Agents,” ”, as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Expansion Space or Existing Premises, as applicable; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iv), above and subject to Tenant first disbursing any portion of the Final Costs in excess of the Tenant Improvement Allowance in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant, or a check payable to Tenant in the event that Tenant is requesting reimbursements for previous amounts paid by Tenant to its Agents, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention in the case of any disbursement for construction costs to the terms Contractor, or reimbursements to Tenant for construction costs previously paid by the Tenant to the Contractor (the aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Tenant Improvements (the “Submittal Date”) (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, Tenant showing the schedule, by trade, of percentage of completion of EXHIBIT B [BIOMARIN PHARMACEUTICAL INC.] the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the PremisesContractor, the Contractor will need to provide an application and certificate for payment [AIA form G702-1992 or equivalent] signed by the Architect/Space Planner, and a breakdown sheet [AIA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic’s lien releases, as applicablewhich lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, 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 (ivv) 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. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (v), above, Landlord shall deliver a check to Tenant made payable to Tenant’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, up to an aggregate total of ninety percent (or, subject to 90%) of the terms Tenant Improvement Allowance (the remaining ten percent (10%) of Section 4.2.1, below, a percentage thereofthe Tenant Improvement Allowance shall be the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Construction Documents”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason as provided in this 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 payment request. Notwithstanding anything to the contrary in this Section 2.2.2.1, any payment by Landlord of the Tenant Improvement Allowance requested by Tenant shall be reduced to account for Tenant’s obligation to pay Tenant’s percentage share of the Over-Allowance Amount in accordance with the procedure specified in Section 4.3.1 below.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day (the “Submittal Date”) of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall shall, if Tenant desires disbursements of the Tenant Improvement Allowance at such time, deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 of this Tenant Work Letter, as such Construction Budget may be updated from time to time; (ii) invoices from all of “Tenant’s Agents,” ”, as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) in connection with reimbursement payments to Tenant, executed mechanic’s unconditional lien releases, as applicableand in connection with payments that are not reimbursements, executed conditional lien releases, in each case from all of Tenant’s Agents which shall comply and in compliance with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132 and 8134; and (iv) all other information reasonably requested by Landlord. As between Landlord and Tenant, 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. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date (but in no event prior to September 1, 2015), and assuming Landlord receives all of the information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant Contractor made payable to Contractor, or a check to Tenant payable to Tenant if Tenant is requesting reimbursements for previous amounts paid by Tenant to its Agents, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2(a), above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements "Landlord SOV Improvements" (as that term is defined in the PremisesSection 4.2.1 below), detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dSections 8132, 8134, 8136 and 8138; (iv) all of the Tenant Deliverables set forth in Sections 2 and 3 of Schedule 1 attached to this Work Letter, (i.e., the "Ongoing During Construction" and "Prior to Release of Any Funds Related to Hard Costs" categories of Tenant Deliverables, respectively); and (ivv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant, if Tenant has not already paid Contractor, or directly to Tenant, if Tenant is seeking reimbursement, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant applicable to the Landlord SOV Improvements, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably and in good faith dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard workfailure of such work to comply with the terms of this Work Letter. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, From time to time during the design and construction of the Tenant Improvements (or such other date as Landlord may designatebut not more than once per month), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as in a form reasonably determined by acceptable to Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Within thirty (30) days following 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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable the Contractor (or to Tenant if Tenant provides Landlord proof of Tenant's payment to the Contractor and unconditional lien waivers from the Contractor for the applicable portion of the Tenant Improvements completed), in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on a non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.2 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form reasonably acceptable to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicablereleases from all of Tenant's Agents which shall be conditional with respect to the then-requested payment amounts and unconditional with respect to all payment amounts previously disbursed by Landlord or Tenant, from all of Tenant’s Agents 's Agents, which releases shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d)8132-8138; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall not be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five To the extent Landlord determines a submission by Tenant does not contain all items specified in items (45i) through (iv), above, Landlord shall have fifteen (15) days thereafterafter receipt of that submission to provide written notice to Tenant identifying any and all deficiencies. Within thirty (30) days following Landlord's receipt of the items specified in items (i) through (iv), above, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the "Final Retention," as that term is defined below), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth first day (5ththe “SUBMITTAL DATE”) day of each calendar month, during month commencing with the design and construction first calendar month following the execution of the Tenant Improvements (or such other date as Landlord may designate)Lease, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 SECTION 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable on the standard AIA (G702) form to be provided by Landlord, showing the scheduleshowing, by trade, of the percentage of completion of the Tenant Improvements in the PremisesPremises (as reasonably extrapolated by Tenant through the end of the applicable month), and detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section SECTION 4.1.2 of this Tenant Work LetterLease, for labor rendered and materials delivered to the Premises for the Premisesapplicable payment period; (iii111) executed mechanicconditional mechianic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d); provided, however, that with respect to fees and expenses of the Architect or Engineers, the FF&E Costs items, or any other pre-construction items for which the payment scheme set forth in items (i) through (iii), above, is not applicable (collectively, the “NON-CONSTRUCTION ALLOWANCE ITEMS”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of having paid the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (iv) all other information reasonably requested in good faith 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. Within fortyrequest vis-five a-vis the Landlord, On or before the twenty-fifth (4525th) days thereafterday of each such calendar month (the “PAYMENT DATE”), and assuming Landlord receives the applicable information described in Items (i) through (iv), above, and unconditional lien releases, as applicable, for all work paid for from the Tenant Improvement Allowance as of the previous Payment Date, Landlord shall deliver a check to Tenant made jointly payable to Contractor, or any other provider of goods and services designated by Tenant to Landlord, and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.1SECTION 2.2.2.1, above above, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “FINAL RETENTION,” but in no event shall the Final Retention be in excess of ten percent (10%), inclusive of the retention amount provided pursuant to the Standard AIA (G702) Form); provided, however, that no such retention shall be applicable to Non-Construction Allowance Items or, subject in Landlord’s resonable discretion, other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the terms Premises and subcontractors for completing performance of Section 4.2.1, below, a percentage thereof)their work substantially in advance of the substantial completion of the Tenant Improvements, and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on material non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 SECTION 3.4 below, or due to any materially substandard work as identified in good faith by Landlord. In the event that Landlord identifies any material non-compliance with the Approved Working Drawings or substandard work, Tenant shall be provided a detailed statement identifying such material non-compliance or substandard work. LandlordLandiord’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.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Refurbished Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the Tenant’s general contractor (“Contractor,” as that term is defined in Section 4.1.1 of this ”), which Contractor shall be retained by Tenant Work Letterand shall be subject to Landlord’s reasonable prior written approval, and which request shall be approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of 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 Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter”), for labor rendered and materials delivered to the Premises for the PremisesRefurbished Improvements; (iii) executed mechanic’s lien releases, as applicable, from all conditional waiver and release on progress payment forms of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)8132; 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. Within forty-five twenty (4520) days thereafterafter Landlord’s receipt of all the applicable information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth Tenant (but in this Section 2.2.3.1, above (or, subject no event to exceed the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion amount of the Tenant Improvement Refurbishment Allowance), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Refurbishment Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth (5th) 10th day of each calendar month, month during the design and construction performance of the Tenant Improvements Improvement Work (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is Contractor (defined in Section 4.1.1 of this Tenant Work Letter3.1 below), approved by Tenant, in a commercially reasonable form AIA G-702/G-703 format or another format reasonably acceptable to be provided by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is Agents (defined in Section 4.1.2 of this Tenant Work Letter, 3.1.2 below) for labor rendered and materials for delivered to the Premises; and (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents (along with unconditional mechanic’s lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); 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. Within forty-five (45) days thereafter, Thereafter. Landlord shall deliver a check to Tenant Tenant, made jointly payable to Tenant the Contractor and Tenant, in payment the amount of the lesser of: of (Aa) the amounts so amount requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject Tenant pursuant to the terms preceding sentence, less a 10% retention (the aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions to be known as the “Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance any failure of any the work to comply with the “Approved Working Drawings,” as that term is Construction Drawings (defined in Section 3.5 2.4 below) or otherwise to be of the required quality, or due to for any substandard workother reason. 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 described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Refurbished Improvements, Tenant shall may deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the Tenant’s general contractor (“Contractor,” as ”) and such Contractor (if Tenant elects to retain a general contractor, provided that term Tenant must retain a general contractor if Landlord reasonably determines that one is defined in Section 4.1.1 necessary given the scope of this Tenant Work Letterthe job) shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned, and which request shall be approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of subcontractors, laborers, materialmen and suppliers (together with the Contractor (if applicable) “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter”), for labor rendered and materials for delivered to the Premises; and (iii) executed mechanic’s conditional mechanics’ lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of the California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordCode. In addition, Tenant shall deliver to Landlord a copy of Tenant’s request construction contract with the Contractor or a schedule of values 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 requestconstruction job indicating a breakdown by trade. Within forty-five thirty (4530) days thereafterafter the later of Landlord’s receipt of all the information listed in this Section 7.2.1 above or April 8, 2005, Landlord shall deliver a check payable jointly to Tenant made payable to Tenant and Tenant’s Agents in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.17.2.1 above, above less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceRefurbishment Allowance (not including the Final Retention), provided that Landlord Landlord, in its exercise of its commercially reasonable judgment, does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Refurbishment Drawings or due to any substandard work. 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. Notwithstanding the foregoing, if the applicable construction contract does not provide for a Final Retention, then Landlord shall not withhold a retention from the amount of such payments to Tenant and subsection 7.2.1(A) above shall not apply.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall may deliver to Landlord: (i) a request for reimbursement of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of the California Civil Code Section 3262(d)Code; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, From time to time during the design and construction of the Tenant Improvements (or such other date as Landlord may designatebut no more frequently than monthly), Tenant shall may deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” Contractor (as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenantbelow), in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedform; (ii) invoices from all of “those Tenant’s Agents,” Agents (as that term is defined in Section 4.1.2 of this Tenant Work Letter, below) seeking payment for labor rendered and materials for delivered to the Premises; and (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of those Tenant’s Agents seeking payment pursuant to Tenant’s request for payment, which releases shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by 8132. Following Landlord. Tenant’s receipt of a completed disbursement 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. Within forty-five (45) days thereaftersubmission, Landlord shall promptly (and in no event later than ten (10) business days following Landlord’s receipt of a completed disbursement request submission) deliver a check to Tenant made jointly payable to the Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowances (not including the Final Retention), provided that Landlord does not not, within five (5) business days of Landlord’s receipt of a request for payment, reasonably dispute any in writing such request for payment based on material non-compliance of any work with the “Approved Working Drawings,” Drawings (as defined below), as the same may be modified pursuant to the terms hereof, which writing shall include a reasonably detailed explanation of the basis for Landlord’s reasonable dispute. In the event that term is defined Landlord timely disputes a request for payment, (y) if Tenant agrees with Landlord’s conclusion, then Tenant shall remedy such material non-compliance and notify Landlord in writing of such non-compliance, in which event the applicable portion of the Allowances shall be disbursed by Landlord as part of the disbursement of the Allowance by Landlord that follows such remedy and notice to Landlord by Tenant or (z) if Tenant disagrees with Landlord’s conclusion, then Tenant shall have the right to have such disagreement resolved pursuant to the terms of Section 3.5 below, or due to any substandard work5.6 of this Tenant Work Letter. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a i)a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within forty-five Thereafter, within thirty (4530) days thereafterdays, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. 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.

Monthly Disbursements. On or before the fifth Upon written request of Tenant (5th) day of not more frequently than once each calendar month), during the design and construction performance of the Tenant Improvements Improvement Work (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleamount demanded by Contractor, the schedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) including executed conditional mechanic’s lien releases, as applicable, releases from all of the Contractor and their subcontractors (along with unconditional mechanic’s lien releases with respect to payments made pursuant to Tenant’s Agents prior submission hereunder) which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d8132; (ii) invoices from all of subcontractors, laborers, materialmen, and suppliers, (collectively as “Tenant’s Agents”) for labor rendered and materials delivered to the Premises; (iii) executed conditional lien releases from Contractor and all of Tenant’s Agents (along with unconditional lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) (d); 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check issue payment directly to Tenant made payable the Contractor. Landlord shall continue to Tenant in payment make monthly payments from the Allowance until there is 8% of the lesser of: Allowance remaining (A) the amounts so requested by amount of such remaining amount to be known as the “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereofFinal Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance any failure of any the work to comply with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowConstruction Drawings or otherwise to be of the required quality, or due to for any substandard workother reason. 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 described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, month during the design and or construction of the Tenant Improvements (or on such other date as Landlord and Tenant may designatereasonably agree in writing), Tenant shall may deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " (as that term is defined in Section 4.1.1 of this Tenant Work Letterbelow), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work Improvements completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " (as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow), and from the design consultants, project managers and the "Architect" and the "Engineers", for labor rendered with respect to, and materials delivered to, the Premises for the Premisesperiod in question; (iii) conditional progress lien waivers in recordable form executed mechanic’s lien releases, as applicable, from all of by the Contractor and Tenant’s Agents which shall comply whose work is the subject of such request for payment (subject only to the receipt of payment therefor); (iv) unconditional progress lien waivers in recordable form executed by the Contractor and Tenant’s Agents with respect to any amounts funded by Landlord more than thirty (30) days prior to the appropriate provisions, as reasonably determined by Landlord, date of California Civil Code Section 3262(d)the request for payment; and (ivv) all other information reasonable supporting detail in AIA G702 format (or another format reasonably requested acceptable to Landlord) including, but not limited to, work orders, invoices, sales receipts, bills of lading, time sheets and material purchase orders for the costs incurred by Tenant reasonably acceptable to 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. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Tenant (or at Tenant’s option made jointly payable to Contractor and Tenant) in payment of the lesser of: (Aa) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention on the amount of the Tenant Improvement Allowance the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention). Provided that Tenant delivers the items required under the first sentence of this Section 2.2.2.1.1 above to Landlord on or before the fifth (5th) business day of a month, provided such check will be delivered by the last day of such month. If such items are delivered to Landlord after the fifth (5th) business day of a month, then such check shall be delivered to Tenant within thirty (30) days after such items are delivered to Landlord. Landlord reserves the right, before delivering any such check, upon reasonable prior notice and subject to the terms and conditions set forth in Section 25.15 of the Lease, to conduct an inspection of the portion of the Improvements completed by Tenant. If Landlord reasonably determines that Landlord does any of the completed Improvements are not dispute any request for payment based on non-compliance of any work constructed in substantial accordance with the “Approved Working Drawings,” Drawings (as that term is defined in Section 3.5 3.4 below), or due Landlord shall deliver written notice to any substandard work. Tenant specifying the deficiency, and Tenant shall cause the Contractor within fifteen (15) business days after receipt of Landlord’s payment of written notice to correct the deficiency to the extent necessary to eliminate any Design Problem (as defined below) or, if such amounts shall deficiency cannot be deemed Landlord’s approval or acceptance of so corrected within such fifteen (15) business day period, then Tenant shall cause the work furnished or materials supplied as set forth in Tenant’s payment requestContractor to promptly commence the correction within such fifteen (15) business day period and diligently prosecute such correction to completion.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed final, unconditional or partial mechanic’s lien releases, as applicablethe case may be, from all of Tenant’s Agents which shall be executed, acknowledged and in recordable form and comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five Thereafter, within 45 days of Landlord’s receipt of the request for payment (45or, if the request for payment is deficient with respect to clauses (i)-(iv) above, within 45 days thereafterof a corrected request for payment), Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant, or if Tenant elects, directly to Contractor, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or failure to comply with applicable Laws and/or Code. 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.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall (if it is requesting a disbursement) deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, Contractor approved by Tenant, in a commercially reasonable an industry standard form reasonably acceptable to be provided by Landlord and Landlord's lender, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “the Tenant’s Agents,” as that term 's Agents for whom Tenant is defined in Section 4.1.2 of this Tenant Work Letter, requesting payment for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s 's lien releasesreleases from the Tenant's Agents (along with unconditional mechanics lien releases with respect to payments made pursuant to Tenant's prior submission hereunder) for whom Tenant is requesting payment, as applicable, 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)Sections 8132, 8134, 8136 and 8138; and (iv) all other customarily required information and/or documentation relating to the Tenant Improvements reasonably requested by Landlord (including, without limitation, any additional requirements for disbursement as may be reasonably required by Landlord's lender). Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five Thereafter, within thirty (4530) days thereafterafter receipt of such items, Landlord shall deliver a check to Tenant (or, at Landlord's election, a check made jointly payable to Tenant Contractor and Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.3.3.1, above (orand, subject if Tenant's payment request does not already account for a ten percent (10%) retention, less a ten percent (10%) retention (the aggregate amount of such retentions (either withheld by Landlord or withheld as provided in the relevant construction contract) to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of Landlord's Allowance (not including the Tenant Improvement AllowanceFinal Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Drawings or due to for any substandard workother reasonable reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth tenth (5th10th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workwork (as reasonably determined by Landlord). 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design construction and construction installation of the Tenant Improvements (or such other date as Landlord may designate)Base Building Improvements, Tenant shall deliver to Landlord: Landlord (a "Payment Request"): (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Base Building Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as if applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall Payment requests must be deemed Tenant’s acceptance submitted electronically to ▇▇▇▇▇▇▇▇▇▇▇_▇▇@▇▇▇▇▇▇.▇▇▇, and approval of must contain the work furnished and/or the materials supplied as set forth in Tenant’s payment requestproject name and PMA project number. Within forty-five (45) days thereafterafter Landlord's receipt of a Payment Request, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject to 10%) retention on the terms cost of the work being performed under the "Contract," as that term is defined in Section 4.2.1, belowbelow (the aggregate amount of such retentions to be known as the "Final Retention"); provided, however, if the amount requested by Tenant is already reduced by a percentage thereof)ten percent (10%) retention, then Landlord shall pay one hundred percent (100%) of the amount requested by Tenant and shall then internally allocate ten percent (10%) of the amount due to the Contractor but not requested to the Final Retention, and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceBase Building Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Expansion Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Expansion Premises; (iii) executed mechanic’s lien releases, as applicable, 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 (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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, Allowance provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by TenantT▇▇▇▇▇, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, 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)Sections 8132, 8134, 8136 and 8138; 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. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant Tenant, or, if so directed by T▇▇▇▇▇, to the Contractor, in payment of the lesser of: (A) the amounts so requested by “tenant T▇▇▇▇▇ as set forth in this Section 2.2.3.1, above above, less a ten percent (or, subject 10%) retention to be retained unless Landmark Builders is the terms Contractor (the aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance if applicable (not including the Final Retention, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the twenty-fifth (5th25th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter4.1 below, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the "Final Costs Statement," as that term is defined in Section 4.2.1 below; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 or 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterOn or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: of (A) Landlord's Percentage Share (as defined below) of the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less Landlord's Percentage Share of a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work, or for any other reasonable reason. For purposes of this Tenant Work Letter, "Landlord's Percentage Share" shall be calculated by dividing the amount of the Tenant Improvement Allowance by the estimated budget for the Tenant Improvements (including any change orders) as prepared by Tenant and, reasonably approved by Landlord from time to time, and shall in no event exceed one hundred percent (100%). Within twenty (20) days after Tenant's delivery to Landlord of the items described in clauses (i) through (iv), Tenant shall pay the balance of the amounts requested by Tenant (less the remaining balance of the retention), and shall provide Landlord with written evidence of that payment. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Tenant's Improvements (or such other date as Landlord may designate), Tenant and before Landlord shall be required to disburse any funds hereunder, Contractor shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” Contractor (and others as that term is defined in Section 4.1.1 of this Tenant Work Letterappropriate), approved by Tenant's Architect (which approval shall not be unreasonably withheld or delayed), in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Tenant's Improvements in the PremisesBuilding, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” Contractor (and others as that term is defined in Section 4.1.2 of this Tenant Work Letterappropriate), for labor rendered and materials for delivered to the PremisesBuilding; (iii) executed mechanic’s 's lien releases, as applicable, releases from Contractor (and all of Tenant’s Agents others requesting payment) which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's Architect's approval of any request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s the subject payment request. Tenant's Architect and Tenant's Representative (as defined below) shall approve or disapprove any request for payment within three (3) business days following receipt of Tenant's Architect of such request and, in connection with any disapproval of the request, shall specifically state the reason for disapproval. In connection with any disapproval, Tenant's Architect shall, thereafter, respond within two (2) business days following receipt by Tenant's Architect of any revised request for payment. Within forty-five (455) business days thereafterfollowing written approval by Tenant's Architect, Landlord shall deliver a check to Tenant made payable to Tenant Contractor (or other party as appropriate) in payment of the lesser of: (A) the amounts so requested by “tenant Contractor, as set forth in this Section 2.2.3.1Paragraph, above less a retention in accordance with the provisions of the Construction Contract (or, subject the aggregate amount of such retentions to be In no event shall Landlord have any obligation to make disbursements in excess of the terms of Section 4.2.1, below, a percentage thereof), and aggregate of; (Bi) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that (ii) the Improvement Loan, (iii) the Matching Funds as having been deposited by Tenant with Landlord, and (iv) the Tenant's Funds as having been deposited by Tenant with Landlord does not dispute any request for payment based on non-compliance (exclusive of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. 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 requestMatching Funds).

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction performance of the Tenant Improvements (or such other date as Landlord may designate)Improvement Work, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is Contractor (defined in Section 4.1.1 of this Tenant Work Letter3.1 below), approved in writing by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is Agents (defined in Section 4.1.2 of this Tenant Work Letter, 3.1.2 below) for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents (along with unconditional mechanic’s lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval Within 30 days after receipt of all of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterforegoing, Landlord shall deliver a check to Tenant Tenant, made jointly payable to Tenant the Contractor and Tenant, in payment the amount of the lesser of: of (Aa) the amounts so amount requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject Tenant pursuant to the terms preceding sentence, less a 10% retention (the aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions to be known as the “Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance any failure of any the work to comply with the “Approved Working Drawings,” as that term is Construction Drawings (defined in Section 3.5 2.4 below) or otherwise to be of the required quality, or due to for any substandard workother reason. 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 described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedulethen current Final Costs, schedule of values, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedcompleted for the applicable phase; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed sworn statements and conditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents (along with unconditional mechanics lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)any applicable laws; 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. Within forty-five (45) days thereafterfollowing Landlord’s receipt from Tenant of the last of the items set forth above in Sections 2.2.1.1 (i) through (iv) above, Landlord shall deliver a check to Tenant made payable to Tenant Contractor in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.1.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that (i) Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard workwork in violation of the terms of this Tenant Work Letter and (ii) if the then unpaid Final Costs exceed the then undisbursed portion of the Improvement Allowance, no portion of the Improvement Allowance shall be paid by Landlord until Tenant pays such excess. No more than one request for payment may be submitted in any calendar month.. 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.

Monthly Disbursements. On or before the fifth (5th) day From time to time, if Tenant desires disbursement of each calendar month, during the design and construction any portion of the Tenant Improvements (or such other date as Landlord may designate)Improvement Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: (a) an Application and Certificate for Payment (AIA Document G702) (“Application for Payment”) signed by Tenant’s Architect, together with an updated schedule of values indicating the portion of the Tenant Improvement Work that has been completed and the portion that has not been completed as of the date of the request for payment; (b) an updated Budget setting forth in reasonable detail (i) a request for reimbursement computation of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 total costs of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of performing the Tenant Improvements in incurred by Tenant during the Premises, detailing prior month (including costs related to Plan Modifications) and (ii) the cumulative Tenant Improvement costs incurred through the end of such month; (c) a calculation of the portion of the work completed and the portion not completedrequest for payment due Tenant’s Contractor that is Landlord’s Share (as defined below in this Section 6.5.1); (iid) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, from all of Tenant’s Agents for labor rendered and materials delivered to the Premises; (e) executed conditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents included in the Application for Payment, together with unconditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents with respect to payments made by Landlord pursuant to Tenant’s prior submission of an Application for Payment, which shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d)Sections 8132 and 8134; and (ivf) all other information reasonably requested by Landlord or Landlord’s lender to support the disbursement. Tenant’s request for payment shall be deemed constitute Tenant’s acceptance representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant’s Contractor or Tenant’s Agents, Tenant has accepted and approval of approved for payment the work furnished and/or the materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s payment requestContractor or Tenant’s Agents. Within Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Agreement, within forty-five (45) days thereafterafter receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant Tenant’s Contractor or as otherwise directed in writing by Tenant, in payment of the lesser of: (Ai) Landlord’s Share, if applicable, of the Permitted Allowance Items shown in the applicable Application for Payment, after first deducting any amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject payable pursuant to the terms of Section 4.2.1, below, a percentage thereof)Sections 2.2.7 and 6.3 above, and (Bii) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (excluding the Final Retention), provided that Landlord may withhold from such disbursement amounts attributable to work that Landlord reasonably determines does not dispute any request for payment based on non-compliance of any work comply with the Approved TI Construction Drawings, as amended by Plan Modifications approved by Landlord. “Approved Working Drawings,Landlord’s Share” shall be the proportion that the Tenant Improvement Allowance bears to the estimated total cost of the Tenant Improvements as that term reflected in the current Budget. For example, if the estimated total cost of the Tenant Improvements in the current Budget is defined if the estimated total cost of the Tenant Improvements changes during the course of construction due to changes in Section 3.5 belowthe scope of the work, increased costs of materials, delays, or due any other reason, Landlord’s Share shall be appropriately adjusted to any substandard workreflect the estimated total cost of the Tenant Improvement at the time of each draw request. 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. Tenant shall provide in the construction contracts with Tenant’s Contractor and Tenant’s Agents that Landlord and Tenant may withhold from each amount otherwise due Tenant’s Contractor or Tenant’s Agents a five percent (5%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) until final completion of the Tenant Improvement Work, and that each Application for Payment shall reflect such five percent (5%) retention.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant▇▇▇▇▇▇, in a commercially reasonable form to be provided by Landlord▇▇▇▇▇▇▇▇, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releasesreleases from “Contractor,” as that term is defined in Section 4.1, as applicablebelow, 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 (iv) all other information reasonably requested by Landlord▇▇▇▇▇▇▇▇ (the “Allowance Documentation”). 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 requestrequest vis-a-vis Landlord. Within forty-five fifteen (4515) business days thereafterfollowing ▇▇▇▇▇▇▇▇’s receipt of the Allowance Documentation, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant ▇▇▇▇▇▇, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that no such retention shall be duplicative of the retention Tenant would otherwise hold (but will not withhold) pursuant to Tenant’s agreement with Contractor, and provided further that Landlord’s disbursement obligation shall only be applicable to the extent that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work. 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.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall (if it is requesting a disbursement) deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, Contractor approved by Tenant, in a commercially reasonable an industry standard form reasonably acceptable to be provided by Landlord and Landlord’s lender, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “the Tenant’s Agents,” as that term Agents for whom Tenant is defined in Section 4.1.2 of this Tenant Work Letter, requesting payment for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of the Tenant’s Agents (along with unconditional mechanics lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) for whom Tenant is requesting payment, which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other customarily required information and/or documentation relating to the Tenant Improvements reasonably requested by Landlord (including, without limitation, any additional requirements for disbursement as may be reasonably required by Landlord’s lender). 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. Within forty-five Thereafter, within thirty (4530) days thereafterafter receipt of such items, Landlord shall deliver a check to Tenant (or, at Landlord’s election, a check made jointly payable to Tenant Contractor and Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.3.3.1, above (orand, subject if Tenant’s payment request does not already account for a ten percent (10%) retention, less a ten percent (10%) retention (the aggregate amount of such retentions (either withheld by Landlord or withheld as provided in the relevant construction contract) to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of Landlord’s Allowance (not including the Tenant Improvement AllowanceFinal Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Drawings or due to for any substandard workother reasonable reason. 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.

Monthly Disbursements. On or before Tenant shall be required to pay for the fifth (5th) day of Excess Costs each calendar month, during month based on the design and construction same percentage of the Tenant Improvements release of Landlord’s Allowance. (or such other date as Landlord may designate)1) Not more frequently than monthly, Tenant shall deliver submit to Landlord: Landlord for its review and approval which shall not be unreasonably withheld (i) a request an application for reimbursement of amounts paid payment to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved in writing by Tenant, in a commercially reasonable on the standard AIA (G702) form to be provided or other form reasonably approved by Landlord, showing the scheduleshowing, by tradetrade and budget line item, of the percentage of completion of the Tenant Improvements in the Premises, detailing Premises prior to the portion date of the work completed each application for payment and the portion for which prior payment has not completedbeen made; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, Parties for labor rendered and materials delivered to the Premises for the Premisesapplicable payment period; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenant’ Parties for the requested payment and executed unconditioned mechanic’s 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)Parties for all prior payments; and (iv) all other information reasonably requested in good faith by Landlord. Tenant’s request Landlord shall provide its written notice of approval or disapproval of each such application for payment within fifteen (15) days after receipt of each such request. When and to the extent approved by Landlord, each application for payment shall be deemed Tenant’s acceptance and referred to herein as an “Approved Progress Payment.” (2) Within fifteen (15) business days after approval by Landlord of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafteran Approved Progress Payment, Landlord shall deliver a check to Tenant made jointly payable to Tenant or at Landlord election, to Tenant and the Contractor, or any other provider of goods and services designated by Tenant to Landlord, in payment of an amount equal to the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth above, less the prorate amount due from Tenant for Excess Costs and less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Retention”; provided, however, that no Retention shall be applicable to, in this Section 2.2.3.1Landlord’s reasonable discretion, above (or, subject other Construction Costs included in the Approved Progress Payment for payment to suppliers for materials delivered to the terms Premises and subcontractors for completing performance of Section 4.2.1, below, a percentage thereof)their work substantially in advance of the Substantial Completion of the Tenant Improvements, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Landlord’s Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workRetention). 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.