Common use of Completion of Tenant Improvements Clause in Contracts

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's certificate of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter (including, without limitation, the Construction Rules attached to the Lease as Exhibit F-2) and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tu) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each liens in the forms attached to the Lease as Exhibit B-5 (provided that Tenant shall not be required to deliver a form acceptable to Landlord lien waiver for any subcontract(s) costing less than $10,000 individually and complying with Applicable Lawsless than $50,000 in the aggregate), and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iviii) no security interests relating to the Tenant Improvements are outstanding, (uv) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a temporary certificate of occupancy for the Premises for the Permitted UseUse (provided that Tenant shall subsequently obtain and deliver to Landlord a final certificate of occupancy)), (vw) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wx) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (xy) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) Improvements and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's certificate of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.,

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (zy) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like. In addition, Tenant, at its sole cost and expense, shall deliver complete “as built” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building “as built” plans, provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by Tenant’s architect and engineers in relation to the Tenant Improvements within thirty (30) days after Substantial Completion of the Tenant Improvements.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requests, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy (or its substantial equivalent) for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Tenant Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uw) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)Premises, (vx) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wy) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved PlansPlans and (z) for any Tenant Improvements that require a permit in accordance with applicable building code, (x) complete "as built" drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole and direct cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uw) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)Premises, (vx) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wy) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, Plans and (xz) complete "as built" drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements. If Tenant fails to pay, (y) a commissioning report prepared by a licensedor is late in paying, qualified commissioning agent hired by any sum due under this Exhibit B, then Landlord may pay such sums and collect the same from Tenant and approved by Landlord shall have all of the rights and remedies set forth in the Lease for all new or affected mechanical, electrical nonpayment of Rent (including the right to interest and plumbing systems (which report Landlord may hire the right to assess a licensed, qualified commissioning agent to peer reviewlate charge), and whose reasonable recommendations Tenant's commissioning agent for purposes of any litigation instituted with regard to such amounts the same shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the likebe considered Rent.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tu) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, Laws and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uv) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (vw) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wx) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (xy) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) Improvements and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's certificate of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building applicable Building(s) "as built" plans for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, such acceptance not to be unreasonably withheld, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy (or its substantial equivalent) for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Amended Lease and this Work Letter and (c) in accordance with Applicable Lawsapplicable laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's and each subcontractor's and material supplier's final ’s unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractorapplicable laws), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uw) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority governmental authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)Premises, (vx) certificates of insurance required by the Amended Lease to be purchased and maintained by Tenant, (wy) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, Plans and (xz) complete "as built" drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence reasonably satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractorarchitect), (ii) all Tenant Improvements have been accepted by LandlordLandlord (acceptance being deemed given if such Tenant Improvements are performed in substantial accordance with the Approved Plans), (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien (which may be established by provision of a lien search of the Prince George’s County land records and/or evidence of any such bonds) and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals the certificate of occupancy has been issued with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans for work performed by their architect and engineers in relation to the Tenant Improvements, and (yx) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (zy) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete Upon completion of the Tenant Improvements in all respects Work, Tenant shall: (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease obtain and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish deliver to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's certificate of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises Tenant Work from the governmental agency having jurisdiction thereof, if applicable; (b) deliver to Landlord receipted invoices (or invoices with canceled checks attached) from Tenant’s Contractor(s) showing evidence of full payment for such portion of the Tenant Work as is shown on such invoices (except to the extent that Tenant or Tenant’s Contractor is disputing, in good faith, any amount due, which shall be provided promptly following resolution of such dispute); (c) deliver to Landlord a full set of reproducible as-built drawings, if available, and electronic CAD files for the Permitted Use)Tenant Work (including all Change Orders) to the extent applicable, including, without limitation, architectural drawings, structural drawings, mechanical drawings, including plumbing, fire sprinkler, electrical and life safety; (vd) certificates of insurance deliver to Landlord the building permit or permits for the Tenant Work with any required final approvals; (e) complete Landlord’s punch list items provided by the Lease Landlord to be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about the Premises is Tenant in accordance with Section 3.5 above; (f) deliver to Landlord copies of all written construction and equipment warranties related to the Approved Plans, (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing portions of the Tenant Improvements as an overlay on Work involving Building systems or those portions of the Building "as built" plans for work performed by their architect Premises Landlord is required to maintain or repair under the Lease, including assignments of any and engineers in relation all warranties to the extent assignable; (g) deliver to Landlord unconditional lien releases from all Lien Claimants (as defined below) providing work or materials in connection with the Tenant ImprovementsWork, including, in each case, a certification that such Lien Claimant has been paid in full (y) a commissioning report prepared by a licensedexcept to the extent that Tenant or Tenant’s Contractor is disputing, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanicalin good faith, electrical and plumbing systems (any amount due, which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) be provided promptly following resolution of such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the likedispute).

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form reasonably acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use, which may be a temporary certificate of occupancy, provided that Tenant shall remain obligated to obtain a permanent certificate of occupancy), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Amended Lease and this Work Letter and (c) in accordance with Applicable LawsLegal Requirements (as defined in the Lease), the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tu) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, Legal Requirements and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uv) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority governmental authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (vw) certificates of insurance required by the Amended Lease to be purchased and maintained by Tenant, (wx) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (xy) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) Improvements and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uw) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)Premises, (vx) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wy) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, Plans and (xz) complete "as built" drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI AllowanceAllowance and the Cash Payment), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable LawsLaws (except as required of Landlord pursuant to Article 5 of the Lease), the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form reasonably acceptable to Landlord Owner and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been reasonably accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uw) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)Premises, (vx) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wy) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, Plans and (xz) complete "as built" drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for A statement from the TI Allowance), shall perform and complete Architect certifying the date upon which the Tenant Improvements in all respects have been completed (aother than customary punch list items) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions shall be conclusive evidence of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premisescompletion thereof. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that have been complete when (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's certificate of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstandingfully complete and properly operable (except for customary punch list items) by execution of Certificate of Completion (AIA Form G704) certified by the Architect, the general contractor and Tenant, and approved by Landlord, which approval shall not be unreasonably withheld or delayed and (uii) all certifications Tenant has obtained a final certificate of occupancy from the applicable governmental authority. The Lease Term and approvals with respect Tenant’s obligation to pay rentals due under the Lease shall commence upon the commencement date of the Lease Term provided in the Summary of Basic Lease Terms of the Lease irrespective of whether or not the Tenant Improvements that may be required from are complete, except as a result of any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by Landlord delay as expressly herein provided. In no event shall the Lease to Term be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about delayed if there is any-delay in the Premises is in accordance with the Approved Plans, (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing completion of the Tenant Improvements as an overlay on a result of any special equipment, fixtures or materials, changes, alterations, or additions requested by Tenant, any delay of Tenant in submitting information necessary for the Building "as built" plans preparation of the Working Drawings, the failure of Tenant to timely approve or agree to any matter required for work performed by their architect and engineers in relation to the completion of the Tenant Improvements, any delay caused by force majeure, any delay caused by any governmental or quasi-governmental authority, associations or other third-parties, any delay caused by Tenant, the Architect or any contractors, subcontractors or suppliers, or any other act or omission of Tenant (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by collectively the “Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the likeDelay”).

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uw) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)Premises, (vx) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wy) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, Plans and (xz) complete "as built" drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements. If the cost of the Tenant Improvements is reasonably anticipated by Landlord to exceed the TI Allowance, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired Tenant shall pay the amount of such excess to Landlord prior to Tenant commencing the Tenant Improvements. If any amount forwarded by Tenant is not fully expended by Tenant in the performance of the Tenant Improvements, Landlord shall refund to Tenant, within thirty (30) days after Tenant’s completion of the Tenant Improvements, any such unexpended amounts. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Exhibit B, then Landlord shall have all of the rights and approved by Landlord remedies set forth in the Lease for all new or affected mechanical, electrical nonpayment of Rent (including the right to interest and plumbing systems (which report Landlord may hire the right to assess a licensed, qualified commissioning agent to peer reviewlate charge), and whose reasonable recommendations Tenant's commissioning agent for purposes of any litigation instituted with regard to such amounts the same shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the likebe considered Rent.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall cause its general contractor to perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's certificate of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans (provided that Landlord provides the Building "as-built" plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requestsrequests consistent with Landlord's own requirements for its contractors, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for Landlord's obligation to disburse the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord the following (collectively, the "TI Submittals"): (t) commercially reasonable evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the an architect's certificate of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractorcontractor shall be deemed evidence of completion of all Tenant Improvements and the same are paid in full), (ii) all Tenant Improvements have been accepted by Landlordintentionally omitted, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, ; (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), ; (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, ; (w) an affidavit from Tenant's architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, ; (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans (provided that Landlord provides the Building "as-built" plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, together with a consent by Tenant's architects and engineers to Landlord's use of such plans and specifications, as revised, upon the expiration or earlier termination of the Lease, in such form as Landlord shall reasonably require; (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) ); and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and for fixtures to the likeextent Landlord reasonably requests consistent with Landlord's own requirements for its contractors.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance and the Test Fit Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to TenantTenant prior to the signing of a contract with the general contractor) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements “Substantial Completion” shall be deemed completed at such time as Tenant shall furnish to Landlord have occurred upon Tenant’s providing the following to Landlord: (ti) evidence reasonably satisfactory to Landlord that (i) all the Tenant Improvements have been completed and paid for in full (full, which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form reasonably acceptable to Landlord Landlord; provided, however, with respect to subcontractors and complying with Applicable Lawsmaterial suppliers providing less than $50,000 in the aggregate of labor, materials or services, Tenant shall not be required to provide lien waivers and releases so long as the total amount of the unpaid labor, services and materials for all subcontractors for which no lien releases have been obtained, is less than $50,000 in the aggregate, (ii) a certificate of occupancy for the Premises issued by the City of Seattle, (iii) a Certificate of Substantial Completion in the form of the American Institute of Architects document G704G704 or other reasonable form, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iiiiv) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)lien, (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is substantially in accordance with the Approved Plans, (xvi) a complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (yvii) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by reasonably acceptable to Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer reviewsystems, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (zviii) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance and the Test Fit Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance incompliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related liensrelated to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and lienand (iviii) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted thePermitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained andmaintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which systems(which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), Allowance shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form reasonably acceptable to Landlord Owner and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uw) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)Premises, (vx) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wy) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, Plans and (xz) complete "as built" drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by . If the cost of the Tenant and approved Improvements is reasonably anticipated by Landlord to exceed the TI Allowance, Tenant shall pay the Excess TI Costs pari passu with Landlord. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Exhibit B, then Landlord shall have all of the rights and remedies set forth in the Lease for all new or affected mechanicalnonpayment of Rent (including, electrical but not limited to, the right to interest and plumbing systems (which report Landlord may hire the right to assess a licensed, qualified commissioning agent to peer reviewlate charge), and whose reasonable recommendations Tenant's commissioning agent for purposes of any litigation instituted with regard to such amounts the same shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the likebe considered Rent.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, Laws and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, Laws and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority governmental authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord in its reasonable discretion and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy (or its substantial equivalent) for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved TI Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence reasonably satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liensliens from the general contractor, architect, each MEP Subcontractor and each subcontractor and material supplier performing work in excess of Fifty Thousand Dollars ($50,000) (each, a “Major Subcontractor”) (provided, that Tenant shall provide lien waivers from the general contractor with respect to any work by or from subcontractors and material suppliers that is equal to or less than Fifty Thousand Dollars ($50,000)) (provided, further, that each lien waiver and release shall be in a form reasonably acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uw) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)Premises, (vx) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wy) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in substantial accordance with the Approved Plans, TI Plans and (xz) complete "as built" drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Amendment, the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy (or its substantial equivalent) for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uw) all inspection reports, certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)Premises, (vx) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wy) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, Plans and (xz) complete "as built" drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Amendment, the Additional TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy (or its substantial equivalent) for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), Tenant shall perform and complete the such Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements provisions of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premisesthis Lease. The applicable Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord Landlord: (ta) evidence satisfactory to Landlord that A certificate of occupancy from the City of San Diego for such Tenant Improvements; (b) Either (i) all a final unconditional waiver of liens from each contractor and any other individual or entity for whom payment is requested in connection with such Tenant Improvements have been completed and paid for in full their respective subcontractors, if any (which shall be evidenced by the architect's certificate other than contractors and any other individuals or entities and their respective subcontractors, if any, requesting payment of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liensless than One Thousand Five Hundred Dollars ($1,500)), each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form prescribed by Section 3626 of the American Institute California Civil Code which provides that such individual or entity, as applicable, unconditionally waives and releases all mechanics’ liens and other similar encumbrances, stop notices and bond rights with respect to all work performed by such individual or entity, as applicable (the “Building G Unconditional Waiver”), except to the extent Tenant does not receive any unconditional waivers of Architects document G704liens from any contractors and other individuals or entities and their respective subcontractors, executed by the project architect if any, for whom payment is requested in connection with such work and the general contractorlien period has lapsed without any such contractors or other individuals or entities and their respective subcontractors, together with a statutory notice of substantial completion from the general contractor)if any, recording mechanics liens; or (ii) all Tenant Improvements have been accepted by Landlordposts a bond in an amount sufficient to ensure full payment of any mechanic’s liens and other similar encumbrances for which Landlord has not received a Building G Unconditional Waiver, including any potential interest, late charge or penalties; (iiic) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all All other certifications and approvals with respect to the such Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises Building; (including a certificate of occupancy for the Premises for the Permitted Use), (vd) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "as Complete “as-built" ” drawing print sets, project specifications and shop drawings sets and electronic CADD files on disc showing such Tenant Improvements to the extent Tenant obtains such files (or files in such other format as Tenant maintains for its records); (e) Upon Landlord’s request, documentation showing the amounts expended by Tenant Improvements as an overlay on the Building "as built" plans for work performed by their architect and engineers in relation with respect to the such Tenant Improvements, together with supporting documentation reasonably acceptable to Landlord; and (yf) a commissioning report prepared by a licensedA Certificate of Substantial Completion in the form of the American Institute of Architects document G704, qualified commissioning agent hired by Tenant and or such other form reasonably approved by Landlord for all new or affected mechanicalLandlord, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals executed by the project architect and the likegeneral contractor.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved TI Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy (or its substantial equivalent) for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved TI Plans, (x) complete "“as built" ” drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "“as built" ” plans (provided that Landlord provides the Building “as-built” plans provided to Tenant) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's ’s commissioning agent shall perform and incorporate into a revised report) and (z) such other "“close out" ” materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' ’ warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for A statement from the TI Allowance), shall perform and complete Architect certifying the date upon which the Tenant Improvements in all respects (a) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions have been fully completed shall be conclusive evidence of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premisescompletion thereof. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that have been complete when (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect's certificate of completion and the general contractor's and each subcontractor's and material supplier's final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstandingfully complete and properly operable (except for customary punch list items) by execution of Certificate of Completion (AIA Form G704), such form to be provided to Landlord, certified by the Architect, the general contractor and Tenant, and approved by Landlord, and (uii) all certifications Tenant has obtained a final certificate of occupancy from the applicable governmental authority. The Lease Term and approvals with respect Tenant's obligation to pay rentals due under the Lease shall commence upon the commencement date of the Lease Term which is April 1st, 2006 irrespective of whether or not the Tenant Improvements that may be required from are complete, except as a result of any Governmental Authority Landlord delay such as Landlord's non-payment of taxes or utilities or any liens, mortgages and any board of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use)encumbrances with Landlord not in compliance prior to February 1, (v) certificates of insurance required by 2006. In no event shall the Lease to Term be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about delayed if there is any delay in the Premises is in accordance with the Approved Plans, (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing completion of the Tenant Improvements as an overlay on a result of any special equipment, fixtures or materials, changes, alterations, or additions requested by Tenant, any delay of Tenant in submitting information necessary for the Building "as built" plans preparation of the Working Drawings, the failure of Tenant to timely approve or agree to any matter required for work performed by their architect and engineers in relation to the completion of the Tenant Improvements, any delay caused by force majeure, any delay caused by any governmental or quasi-governmental authority, associations or other third-parties, any delay caused by Tenant, the Architect or any contractors, subcontractors or suppliers, or any other act or omission of Tenant (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by collectively the "Tenant and approved by Delay"). Initials -------------------------- Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.

Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in substantial conformance with the Approved TI Plans, (b) otherwise in compliance with provisions of the Lease and this Work Letter and (c) in accordance with Applicable Laws, the requirements of Tenant's ’s insurance carriers, the requirements of Landlord's ’s insurance carriers (to the extent Landlord provides its insurance carriers' ’ requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (tv) evidence reasonably satisfactory to Landlord that (i) all Tenant Improvements have been substantially completed and paid for in full (which shall be evidenced by the architect's ’s certificate of completion and the general contractor's ’s and each subcontractor's ’s and material supplier's ’s final unconditional waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (uv) all certifications and approvals with respect to the Tenant Improvements that may be required from any Governmental Authority and any board of fire underwriters or similar body for the use and occupancy of the Premises (Premises, including a certificate of occupancy for the Premises suitable for the Permitted Use), (vw) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (wx) an affidavit from Tenant's ’s architect certifying that all work performed in, on or about the Premises is in accordance with the Approved TI Plans, (xy) complete "as “as-built" ” drawing print sets, project specifications and shop drawings drawings, and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans as-built plans, to the extent provided by Landlord to Tenant for such purpose) of all contract documents for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" close-out materials as Landlord reasonably requestsrequests consistent with Landlord’s own requirements for its contractors, such as copies of manufacturers' manufacturer warranties, operation and maintenance O&M manuals and the like. If Tenant shall be actually delayed in completing the Tenant Improvements for the Phase 1 Premises or Phase 2 Premises solely as a result of the occurrence of any of the following (a “Landlord Delay”): (i) Any delay resulting from Landlord’s material interference with the completion of the Tenant Improvements (provided that Tenant promptly notifies Landlord of any factor that it believes is resulting or will result in such a Landlord Delay and takes reasonable steps to limit the effect of such factor, and Landlord fails to eliminate such delay within three (3) business days following such notice); or (ii) Any other delay resulting from the acts or omissions (where a duty to act existed) of Landlord or its agents, employees or independent contractors, including the failure of Landlord to promptly and diligently cure any violation of any Applicable Laws in the Building that is the responsibility of Landlord hereunder within applicable notice and cure periods and that is the sole cause preventing Tenant from obtaining a building or other permit required for the performance of any Tenant Improvements (provided that Tenant promptly notifies Landlord of any factor that it believes is resulting or will result in a Landlord Delay and takes reasonable steps to limit the effect of such factor, and Landlord fails to eliminate such delay within three (3) business days following such notice); then, provided that Tenant used reasonable efforts to diligently commence and prosecute the design and construction of the Tenant Improvements until completion, the Rent Commencement Date for the applicable portion of the Premises shall be delayed on a day for day basis (provided that in no event shall the Rent Commencement Date be delayed beyond the date that Tenant actually occupies any portion of the applicable portion of the Premises for the conduct of Tenant’s business). Tenant shall notify Landlord of any alleged Landlord Delay, in writing, within five (5) business days following the occurrence thereof, noting in bold and prominent print that failure to eliminate the cause of such delay may result in a postponement of the Rent Commencement Date. In no event shall any failure of Landlord to timely approve any Tenant plans or any performance of the Landlord Demising Work in accordance with the schedule to be agreed upon by Landlord and Tenant be deemed to be a Landlord Delay.

Completion of Tenant Improvements. (a) Tenant shall be solely responsible for the construction, installation and completion of the Tenant Improvements in accordance with the Final Plans and Specifications approved by Landlord and is solely responsible for the payment of all amounts when payable in connection therewith without any cost or expense to Landlord, except for Landlord’s payment of the Tenant Improvement Allowance. Tenant shall diligently proceed with the construction, installation and completion of the Tenant Improvements in accordance with the Final Plans and Specifications. No material changes shall be made to the Final Plans and Specifications approved by Landlord without Landlord’s prior written consent, which consent shall not be unreasonably withheld and shall be provided within three (3) business days after submission of the applicable changes to Landlord. (b) Prior to the commencement of the construction and installation of the Tenant Improvements, Tenant shall provide the following to the Landlord, all of which shall be to the Landlord’s reasonable satisfaction: (i) An estimated budget and cost breakdown for the Tenant Improvements; (ii) Estimated completion schedule for the Tenant Improvements; and (iii) Copies of all required approvals and permits from governmental agencies having jurisdiction or authority for the construction and installation of the Tenant Improvements. (c) Landlord shall at all times have a right to inspect the Tenant Improvements. If Landlord shall give notice of faulty construction or any other deviation from the Final Plans and Specifications, Tenant shall cause Contractor to make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any rights of Landlord to require good and workmanlike construction and improvements constructed in accordance with the Final Plans and Specifications, or constitute Landlord’s warranty or representation that the Tenant Improvements have been constructed in accordance with applicable laws, ordinances or codes or the sufficiency of the Tenant Improvements for any purpose. Landlord shall provide reasonable access to the Premises, at all times, for Tenant, its Contractor, Architect, and agents, including without limitation reasonable access prior to the Commencement Date for purposes of taking measurements, inspecting field conditions and reviewing compliance of Landlord’s Work with the plans therefore. (d) Tenant shall pay and discharge promptly and fully all claims for labor done and materials and services furnished in connection with the Tenant Improvements. The Tenant Improvements shall not be commenced until Landlord has received notice from Tenant stating the date the construction of the Tenant Improvements is to commence so that Landlord can post and record any appropriate notice of non-responsibility. In the event any materialman or mechanic’s lien may attach to the Premises or the Property in connection with Tenant’s construction of the Tenant Improvements, Tenant shall, within fifteen (15) days of Landlord’s request, either satisfy such claim and cause its discharge or record a bond sufficient to remove the lien in accordance with applicable law. Tenant shall indemnify, defend and hold Landlord harmless in connection with any claim or liability asserted against or incurred by Landlord in connection with any such lien. (e) Tenant shall maintain (or cause its general contractor to maintain) during the construction of the Tenant Improvements, at its sole cost and expense (except expense, builders’ risk insurance for the TI Allowance), shall perform and complete amount of the completed value of the Tenant Improvements in providing for “special form” coverage covering all respects improvements under construction, including building materials stored at the Premises. (af) in substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions Upon completion of the Lease and this Work Letter and (c) in accordance with Applicable LawsTenant Improvements, Tenant shall deliver to Landlord the requirements following, all of Tenant's insurance carriers, the requirements of Landlord's insurance carriers (which shall be to the extent Landlord provides its insurance carriers' requirements to Tenant) and the board of fire underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed completed at such time as Tenant shall furnish to Landlord (t) evidence satisfactory to Landlord that Landlord’s reasonable satisfaction: (i) all Copies of any certificates required for occupancy of the Premises, including a permanent and complete Certificate of Occupancy issued by the City of Mountain View. (ii) A copy of a Certificate of Completion signed by the Architect who prepared the Final Plans and Specifications. (iii) A copy of as-built plans and specifications for the Tenant Improvements. (iv) Copies of any warranties covering the Tenant Improvements have been completed and paid or any portions thereof. (v) A Notice of Completion for in full (execution by Landlord, which notice once executed by Landlord shall be evidenced recorded by Tenant in the architect's certificate official records of completion Santa Xxxxx County. (vi) Copies of conditional and the general contractor's and each subcontractor's and material supplier's final unconditional lien waivers and releases of liens, each in a form acceptable to Landlord and complying with Applicable Laws, and a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor, together with a statutory notice of substantial completion from the general contractor), (ii) all Tenant Improvements have been accepted by Landlord, (iii) any Contractor and all liens related to the Tenant Improvements have either been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived by the party filing such lien and (iv) no security interests relating to the Tenant Improvements are outstanding, (u) all certifications and approvals subcontractors with respect to the Tenant Improvements that may be required from any Governmental Authority and any board construction of fire underwriters or similar body for the use and occupancy of the Premises (including a certificate of occupancy for the Premises for the Permitted Use), (v) certificates of insurance required by the Lease to be purchased and maintained by Tenant, (w) an affidavit from Tenant's architect certifying that all work performed in, on or about the Premises is in accordance with the Approved Plans, (x) complete "as built" drawing print sets, project specifications and shop drawings and electronic CADD files on disc (showing the Tenant Improvements as an overlay on the Building "as built" plans for work performed by their architect and engineers in relation to the Tenant Improvements, (y) a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing systems (which report Landlord may hire a licensed, qualified commissioning agent to peer review, and whose reasonable recommendations Tenant's commissioning agent shall perform and incorporate into a revised report) and (z) such other "close out" materials as Landlord reasonably requests, such as copies of manufacturers' warranties, operation and maintenance manuals and the like.