Common use of Final Retention Clause in Contracts

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following the substantial completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord properly executed mechanic's lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from all of Tenant's Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6260 Building, the curtain wall of the 6260 Building, the structure or exterior appearance of the 6260 Building, (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, (v) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and (vi) a certificate of occupancy (or its equivalent) has been issued for the Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord's verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant on or before the date occurring forty-five (45) days following the substantial completion of construction of the ImprovementsPremises, provided that (i) Tenant delivers to Landlord properly executed mechanic's conditional mechanics lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 from all 3262(d)(4) (provided that Tenant shall provide Landlord with executed unconditional mechanics lien releases that comply with the foregoing within thirty (30) days following Landlord payment of Tenant's Agentsthe Final Retention), (ii) Landlord has determined that no substandard work in the construction of the Tenant Improvements exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6260 Building, the curtain wall of the 6260 Building, the structure or exterior appearance of the 6260 Building, or any other tenant's use of such other tenant's leased premises in the Building, and (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed. Any undisbursed portion of the Tenant Improvement Allowance that remains following Landlord's disbursement of the Final Retention shall be provided to Tenant (the "Over-Allowance Refund") within sixty (60) days; provided, however, in no event shall the amount of such Over-Allowance Refund exceed the sum of (ivA) Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, (v) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report)Initial TI Disbursement, and (viB) a certificate of occupancy (or its equivalent) has been issued for the Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord's verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement theretoAmount, if any, provided to Landlord by Tenant; provided further, however, at Tenant's discretion, up to $317,379.00 of the Over Allowance Refund (as designated by Tenant, the "Reduction Application Amount") may be applied against Base Rent throughout the initial Lease Term as a reduction in each Monthly Installment of Base Rent by an amount equal to $0.012 for each $1.00 of the Reduction Application Amount; provided, however, in such event Landlord and Landlord Tenant shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only execute an amendment to the extent otherwise reimbursable hereunder for Improvement Allowance Items)Lease setting forth a revised schedule of Base Rent incorporating such reduction.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor the Tenant's Agent (which is the payee for such work or portion thereof) shall be delivered by Landlord to Tenant following the substantial completion of construction of the ImprovementsExpansion Space, provided that (i) Tenant delivers to Landlord properly executed mechanic's lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from all of Tenant's Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioningHVAC, life-safety or other systems of the 6260 Building, the curtain wall of the 6260 Building, the structure or exterior appearance of the 6260 Building, or any other tenant's use of such other tenant's leased Expansion Space in the Building; and (iiiii) Architect delivers to Landlord a certificate, in a form reasonably acceptable Tenant has delivered to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, : (ivA) Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, (v) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, properly executed and final record CADD files unconditional mechanics lien releases in compliance with applicable California law or conditional mechanics lien releases for amounts to be paid by the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and Final Retention; (viB) a certificate of occupancy or permit cards signed off by the City of South San Francisco (or its equivalentthe "City") has been issued with respect to the Expansion Space; (C) as-built plans and City-permitted plans for the Premises. Upon substantial completion Tenant Improvements; (D) operation manuals and warranties for equipment included within the Tenant Improvements, if applicable; (E) copy of the Improvements, and in conjunction contract with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" Contractor; (F) copy of the Improvements so constructed. ThereafterContractor's certificate of insurance, Tenant shall submit such analysis to including Additional Insured endorsement naming Landlord for (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's verification and approvalschedule of values, showing total contract value. In the event it is determined that there remains any unpaid portion of the Tenant has paid Tenant's Agent directly for certain Tenant Improvement Allowance (in addition Items and if Tenant's Agent has provided an unconditional lien release with respect to the Final Retention)such paid Tenant Improvement Allowance Item, then Landlord shall make such disbursement check payable solely to Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).Item disbursement. ./ -/// -4-

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following the substantial completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord properly executed mechanic's lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from all of Tenant's Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6260 6350 Building, the curtain wall of the 6260 6350 Building, the structure or exterior appearance of the 6260 6350 Building, (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, (v) Tenant delivers to Landlord 712812.03/WLA 214064-00120/9-26-13/gjn/gjn -3- ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ [Second Amendment/Substitute Premises Amendment] [Entropic Communications, Inc.] a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and (vi) a certificate of occupancy (or its equivalent) has been issued for the Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord's verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to So long as no Event of Default has occurred and is continuing, and provided Landlord does not reasonably and in good faith dispute the provisions payment of this Work Letter, a check for the Landlord’s Final Retention payable jointly to Tenant and Contractor based upon noncompliance of any work with the Approved Working Drawings, Landlord’s Final Retention shall be delivered by Landlord disbursed to or on behalf of Tenant following the substantial completion of construction within thirty (30) days after each and every one of the Improvements, provided that following conditions has been satisfied: (i) receipt by Landlord of a final Payment Application (the “Final Payment Application”) from Tenant delivers to Landlord properly executed mechanic's lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from all of Tenant's Agents, requesting the Landlord’s Final Retention; (ii) inspection by Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6260 BuildingPremises and Landlord’s determination that the Tenant Improvement work has been completed (including all punch-list items) 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 the curtain wall work has in fact been constructed in conformance with the Approved Working Drawings or applicable Code), and that any repairs to 4 Second & Spring Avalara, Inc. the Premises necessitated by such Tenant Improvement work have been made to the reasonable satisfaction of the 6260 Building, the structure or exterior appearance of the 6260 Building, Landlord; (iii) receipt by Landlord of a conformed Certificate of Substantial Completion certified by the Contractor and the Architect delivers (iv) receipt by Landlord from Tenant of a temporary or final certificate of occupancy, or either of their equivalent, or other authorization from the applicable governmental authority for the Premises allowing Tenant to occupy the Premises for the conduct of its business, or final sign-off by the applicable building inspector of the City of Seattle, Washington on all building permits for the Tenant Improvement Work, and complying in all respects with the certificate(s) of occupancy, or its equivalent, or other authorization or building permits sign-off as provided above, then covering the Building; (v) receipt by Landlord a certificateof appropriate individual paid receipts and invoices for the total amount of the Tenant Improvement Work; (vi) conditional lien waivers from the Contractor and all other Tenant Agents with respect to Landlord’s Final Retention and unconditional lien waivers with respect to all other portions of the Tenant Improvement Work for which payment has been received from the Contractor and all other Tenant Agents furnishing labor or materials with respect to the Tenant Improvement work and upon Landlord’s request based upon reasonable cause, from individual laborers, in a form reasonably acceptable satisfactory to Landlord, certifying that the construction ; (vii) receipt by Landlord and Landlord’s approval of a complete set of the Improvements in “As Built” drawings for the Premises has been substantially completedPremises, (iv) Tenant records a valid Notice of Completion in accordance with including electrical, mechanical, fire sprinklers, fire/life-safety and other applicable subcontractors as required by the requirements provisions of Section 4.3 below; (viii) receipt by Landlord of this Work Letter, all O&M Information (vas defined below); (ix) Tenant delivers to Landlord a "close-out package" in both paper Tenant’s compliance with Landlord’s reasonable standard closeout and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), completion requirements; and (vix) receipt by Landlord of all other information reasonably requested by Landlord. Landlord shall pay Landlord’s Final Retention with a certificate check issued by Landlord in an amount equal to the lesser of occupancy (or its equivalentA) has been issued for the Premises. Upon substantial completion of the Improvements, and amount requested in conjunction with the Final Retention and disbursement thereofPayment Application, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord's verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance or (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed B) the amount paid by of any then remaining Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items)Allowance.

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following the substantial completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord properly executed mechanic's ’s lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 3262(d)(4) from all of Tenant's ’s Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6260 Building, the curtain wall of the 6260 Building, the structure or exterior appearance of the 6260 Building, (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, and , (iv) Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, and (v) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and (vi) a certificate of occupancy (or its equivalent) has been issued for the Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.22.2.2.2 , above, Tenant shall perform a final costs analysis to determine the actual "“Final Costs" ” of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord's ’s verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention for such applicable New Tenant Improvements for such applicable Full TI Floor or Remaining Floor (as the case may be) payable jointly to Tenant and Contractor (or if Tenant so requests, payable solely to Tenant for those amounts for which Tenant has already directly paid the Contractor and for which Tenant has delivered to Landlord paid receipts evidencing such payment and unconditional and final mechanic's lien releases for such amounts) shall be delivered by Landlord to Tenant following the substantial completion of construction of the such New Tenant Improvements, provided that (i) Tenant has paid the entire costs of the design, permitting and construction of such applicable New Tenant Improvements with respect to such applicable Ful1 TI Floor or Remaining Floor in excess of the applicable Tenant Improvement Allowance which Tenant may allocate to such particular Full TI Floor or Remaining Floor pursuant to the foregoing provisions of this Tenant Work Letter (the "Improvement Excess"), and (ii) Tenant delivers to Landlord written request for payment of such Final Retention together with properly executed mechanic's mechanics lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 from 3262(d)(4) with respect to all of Tenantsuch New Tenant Improvements for such applicable Full TI Floor or Remaining Floor and the costs thereof (including any such Improvement Excess). Tenant covenants to timely pay the Improvement Excess, if any, after Landlord's Agents, 804296.08/LAH4321-047/10-7/08/nng/law EXHIBIT ▇-▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] disbursement of the applicable Tenant Improvement Allowance (iiexcluding the Final Retention) and prior to Landlord's disbursement of the Final Retention. If Landlord has reasonably determined that no substandard work a Design Problem exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6260 Building, the curtain wall of the 6260 Building, the structure or exterior appearance of the 6260 Building, (iii) Architect delivers with respect to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) such New Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, (v) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and (vi) a certificate of occupancy (or its equivalent) has been issued for the Premises. Upon substantial completion of the Improvements, and in conjunction with Tenant shall promptly correct such Design Problem, but Landlord may not withhold payment of the Final Retention and disbursement thereof, for the applicable New Tenant Improvements as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" result of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord's verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items)Design Problem.

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following the substantial completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord properly executed mechanic's lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from all of Tenant's Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety life­safety or other systems of the 6260 6350 Building, the curtain wall of the 6260 6350 Building, the structure or exterior appearance of the 6260 6350 Building, (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, (v) Tenant delivers to Landlord and specifications determined by Landlord, and shall be subject to Landlord's approval; provided, however, Landlord shall only disapprove any such Construction Drawing to the extent of a "close-out packageDesign Problem," in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and (vi) as that term is defined below. Landlord expressed no objection to its former tenant's delivery of a certificate copy of occupancy (or its equivalent) has been issued for the Premises. Upon substantial completion certain "as­built" drawings of the Improvements, and in conjunction with 6350 Building to Tenant. Landlord makes no representation as to the Final Retention and disbursement thereof, accuracy of any "as built" drawings pertaining to the 6350 Building. Landlord's review of the Construction Drawings as set forth in this Section 2.2.2.23, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" be for its sole purpose and shall not imply Landlord's review of the Improvements so constructedsame, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. ThereafterAccordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant shall submit such analysis to by Landlord for or Landlord's verification space planner, architect, engineers, and approvalconsultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant's waiver and indemnity set forth in this Lease shall specifically apply to the Construction Drawings. In A "Design Problem" is defined as, and shall be deemed to exist if there could be (i) an effect on the event it is determined that there remains any unpaid portion exterior appearance of the Improvement Allowance 6350 Building, (ii) a material, adverse affect on the Base Building portions of the Premises or 6350 Building (including without limitation the Building Structure located in addition the 6350 Building), (iii) a material adverse affect on the Building Systems located in the 6350 Building or the operation and maintenance thereof, or (iv) any failure to comply with Applicable Laws (other than pre-existing failures to so comply to the Final Retentionextent the same are Landlord's obligations pursuant to the express terms and conditions of the Second Amendment). Notwithstanding anything to the contrary contained herein, Tenant shall submit Landlord acknowledges that Tenant’s security systems are fundamental to Landlord an invoice for such amount (which excess shall its business operations in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) Premises, and Landlord shall promptly pay reasonably cooperate with Tenant, at no material extra cost to Landlord, to permit such unpaid portion of security systems to be installed in the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items)Premises in accordance with Tenant’s reasonable security requirements.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to the Contractor (or to Tenant if Tenant provides Landlord proof of Tenant's payment to the Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty (30) days following the substantial completion of construction later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment of the ImprovementsTenant Improvement Allowance, provided that (i) Tenant delivers to Landlord properly executed mechanic's final, unconditional lien releases waivers, in compliance accordance with both applicable laws (including, without limitation, the appropriate provisions of California Civil Code Section 8134 and either Section 8136 or Section 8138 Sections 8132-8138), from all of Tenant's Agentsgeneral contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant Improvements, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6260 Building, the curtain wall of the 6260 BuildingProject, the structure or exterior appearance of the 6260 BuildingProject, (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction or any other tenant's use of the Improvements such other tenant's leased premises in the Premises has been substantially completedProject, (iv) Tenant records a valid Notice has completed all of Completion the Tenant Improvements in accordance substantial conformity with the requirements of Section 4.3 Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions of this Work LetterExhibit B, and (v) Tenant delivers has delivered to Landlord a "close-out package" in both paper and electronic forms the following: (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and (via) a copy of a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or its local equivalent) has been issued for the Premises. Upon entire Premises issued by the appropriate governmental authority, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed in substantial completion conformity with the Approved Working Drawings, and (d) copies of all applicable permits evidencing final approval and sign of the Tenant Improvements by the municipal building inspector(s). Further, within thirty (30) days following the conclusion of construction, but not as a condition to the payment of the Tenant Improvement Allowance, (1) Tenant shall cause the Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to deliver to Landlord two (2) sets of such as-built drawings (in .PDF form), and (C) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, equipment, and systems in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord's verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items)Premises.

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following the substantial completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord properly executed mechanic's ’s lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 3262(d)(4) from all of Tenant's ’s Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6260 Building, the curtain wall of the 6260 Building, the structure or exterior appearance of the 6260 Building, (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, and , (iv) Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, and (v) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and (vi) a certificate of occupancy (or its equivalent) has been issued for the Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "“Final Costs" ” of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord's ’s verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).