Monthly Disbursements. On or before the twentieth (20th) day of each calendar month, during the construction of the Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: # a request for payment of the "Contractor," as that term is defined in [Section 4.1.1] of this Work Letter, approved by Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Improvements in the Premises, detailing the portion of the work completed and the portion not completed; # invoices from all of "Tenant's Agents," as that term is defined in [Section 4.1.2] of this Work Letter, for labor rendered and materials delivered to the Premises; # executed 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 Sections 8132, 8134, 8136 and 8138; and # all other information reasonably requested by Landlord. Thereafter, Landlord shall deliver a check to Tenant in payment of the lesser of: # the amounts so requested by Tenant, as set forth in this [Section 2.2.2.1], above, and # the balance of any remaining available portion of the 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. 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 construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: # a request for payment of the "Contractor," as that term is defined in Section 4.1 of this Tenant Work Letter, approved by Tenant, in a 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; # 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; # executed 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 Sections 8132, 8134, 8136 and 8138; and # 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. Thereafter, Landlord shall deliver a check to Tenant in payment of the lesser of: # the amounts so requested by Tenant, as set forth in this [Section 2.2.2.1], above, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention"), and # the balance of any remaining available portion of the Tenant Improvement 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 3.4 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: # 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 form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Third Expansion Premises, detailing the portion of the work completed and the portion not completed; # 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 Third Expansion Premises; # 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 Sections 8132, 8134, 8136 and 8138; and # 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 (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: # the amounts so requested by

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: # 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 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; # 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; # 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 Sections 8132, 8134, 8136 and 8138; and # 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: # 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 # 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 twentieth (20th) day of each calendar month, during the construction of the Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: # a request for reimbursement to Tenant of Landlord's pari passu share (calculated in accordance with Section 4.2.1 below) of Tenant's prior payment of the "Contractor," as that term is defined in [Section 4.1.1] of this Work Letter, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Improvements in the Premises, detailing the portion of the work completed and the portion not completed; # paid invoices from all of "Tenant's Agents," as that term is defined in [Section 4.1.2] of this Work Letter, for labor rendered and materials delivered to the Premises; # executed 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 Sections 8132, 8134, 8136 and 8138; and # 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. Thereafter, Landlord shall deliver a check to Tenant on a pari passu basis (as described in Sections 4.2.1 and 4.2.2 below) made payable to Tenant, in payment of the lesser of: # the amounts so requested by Tenant, as set forth in this [Section 2.2.2.1], above, less a ten percent (10%) retention for each respective "Contract," as that term is defined in Section 4.2.2 below (each such retention to be known as a "Final Retention"), and # the balance of any remaining available portion of the Improvement Allowance (not including the Final Retention(s)), 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 3.4] 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: # 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 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; # 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; # 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 Sections 8132, 8134, 8136 and 8138; and # all other information reasonably requested by Landlord. As between Landlord and Tenant only, 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: # the amounts so requested by Tenant as set forth in this Section 2.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and # 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 last 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: # a request for payment of the “Consultant,” “Architect,” “Engineers,” or “Contractor” (as defined in Section 4.1 below), approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the design and/or construction of the Tenant Improvements in the Premises, detailing the portion of the design and/or work completed and the portion not completed, and demonstrating that the relationship between the cost of the design or work completed and the cost of the design or work to be completed complies with the terms of the “Construction Budget” (as defined in Section 4.2.1 below); # invoices from all of “Tenant’s Contractors” (as defined in [Section 4.1.2] below), for labor rendered and materials delivered to the Premises; # executed mechanic’s lien releases from all of Tenant’s Contractors which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 8122 et seq.; and # all other information reasonably requested by Landlord. On or before the last day of the following calendar month, Landlord shall either # deliver a check to Tenant made payable to Tenant in payment of the lesser of # the amounts so requested by Tenant, as set forth in this [Section 2.2.2.1] above, less a ten percent (10%) retention of the amount payable to the Contractor (but such retention deduction shall not apply if Tenant’s monthly disbursement request already reflects a ten percent (10%) retention in accordance with Tenant’s contract with the Contractor and no retention shall be applicable with respect to payment to other parties) (the aggregate amount of such retentions to be known as the “Final Retention”) and # the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), or # at Tenant’s request, issue a check to the Contractor (or other payees) directly; provided that Landlord may withhold an amount it reasonably estimates to be necessary to correct work it contends is not in compliance with the “Approved Working Drawings” (as defined in [Section 3.4] below), or due to any substandard work. If Landlord disputes any request for payment or withholds any of the amount requested, Landlord shall promptly pay the amount of the request not disputed and specify in writing and in reasonable detail the basis for the dispute as to the remaining amount and the corrective actions requested by Landlord as a condition of payment. Landlord’s payment of requested 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 reasonably designate), Tenant shall deliver to Landlord: # 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; # 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 that are the subject of such request for reimbursement; # executed mechanic's lien releases, as applicable, from all of Tenant's Agents that performed the work that is the subject of such request for reimbursement, which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Sections 8132, 8134, 8136 and 8138; and # 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 (40) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: # 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 # the balance of any remaining available portion of the Tenant Improvement

Monthly Disbursements. Once each calendar month during the design and construction of the Tenant Alterations (a “Submittal Date”), Tenant may deliver to Landlord:

Monthly Disbursements. On or before the twentieth (20th) day of each calendar month, during the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: # a request for payment of the “Contractor,” as that term is defined in [Section 4.1.1] of this Tenant Work Letter, approved by Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Expansion Space, detailing the portion of the work completed and the portion not completed; # 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 Expansion Space; and # executed 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 Sections 8132, 8134, 8136 and/or 8138. 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. Thereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant, or directly to Contractor at Landlord’s sole discretion, in payment of the lesser of: # the amounts so requested by Tenant, as set forth in this [Section 2.2.2.1], above, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) to the extent required pursuant to this [Section 2.2.2.1] below, and # the balance of any remaining available portion of the Tenant Improvement 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 3.4] 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. Notwithstanding the foregoing, if Tenant’s contract with the Contractor (as defined below) includes a retention, the retention withheld by Landlord in clause (A) of the preceding sentence shall be ten percent (10%) less the retention in Tenant’s contract with the Contractor such that the aggregate percentage withheld between Landlord and the Contractor equals ten percent (10%). Notwithstanding anything to the contrary contained in this [Section 2.2.2.1] and [Section 2.2.2.2] below, any costs of constructing the Tenant Improvements that are not part of the Contract, such as permitting fees, and reimbursements to the Architect shall not be subject to the Final Retention.