Common use of Final Retention Clause in Contracts

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) copies of all Tenant delivers to Landlord Improvement Contracts; (aii) paid copies of invoices for all Improvements labor and related costs for which the Improvement Allowance is materials provided to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (ciii) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code § 8134 for all prior payments made pursuant to Section 8134 1.2.2.1 above (to the extent not previously provided to Landlord), together with executed unconditional final mechanic’s lien releases satisfying California Civil Code § 8138 for all labor and either Section 8136 or Section 8138 materials provided to the Premises subject to the Final Retention; (iv) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (ivv) evidence that all governmental approvals required for Tenant delivers to legally occupy the Premises have been obtained; and (vi) any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord a of “as built” drawings (in CAD format, it’ requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out package” in both paper and electronic forms (including, as-built drawingsmatters, and final record CADD files for Tenant’s vendors. Landlord’s payment of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Final Retention shall not be deemed Landlord’s approval or acceptance of occupancy, a temporary certificate of occupancy or its equivalent is issued to the Tenant for the PremisesImprovement Work.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) copies of all Tenant delivers to Landlord Improvement Contracts; (aii) paid copies of invoices for all Improvements labor and related costs for which the Improvement Allowance is materials provided to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (ciii) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code §8134 for all prior payments made pursuant to Section 8134 1.2.2.1 above (to the extent not previously provided to Landlord), together with executed unconditional final mechanic’s lien releases satisfying California Civil Code § 8138 for all labor and either Section 8136 or Section 8138 materials provided to the Premises subject to the Final Retention; (iv) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (ivv) evidence that all governmental approvals required for Tenant delivers to legally occupy the Premises have been obtained; and (vi) any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord a of “as built” drawings (in CAD format, if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks. Tenant’s contractor, financial close-out package” in both paper and electronic forms (including, as-built drawingsmatters, and final record CADD files for Tenant’s vendors. Landlord’s payment of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Final Retention shall not be deemed Landlord’s approval or acceptance of occupancy, a temporary certificate of occupancy or its equivalent is issued to the Tenant for the PremisesImprovement Work.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) copies of all Tenant delivers to Landlord Improvement Contracts; (aii) paid copies of invoices for all Improvements labor and related costs for which the Improvement Allowance is materials provided to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (ciii) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code § 8134 for all prior payments made pursuant to Section 8134 1.2.2.1 above (to the extent not previously provided to Landlord), together with executed unconditional final mechanic’s lien releases satisfying California Civil Code § 8138 for all labor and either Section 8136 or Section 8138 materials provided to the Premises subject to the Final Retention; (iv) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (ivv) evidence that all governmental approvals required for Tenant delivers to legally occupy the Premises have been obtained; and (vi) any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord a of “as built” drawings (in CAD format, if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out package” in both paper and electronic forms (including, as-built drawingsmatters, and final record CADD files for Tenant’s vendors. Landlord’s payment of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Final Retention shall not be deemed Landlord’s approval or acceptance of occupancy, a temporary certificate of occupancy the work or its equivalent is issued to Tenant for the Premisesmaterials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord's receipt of the Improvements, provided that (i) copies of all Tenant delivers to Landlord Improvement Contracts; (aii) paid copies of invoices for all Improvements labor and related costs for which the Improvement Allowance is materials provided to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (ciii) properly executed unconditional mechanics mechanic's lien releases in compliance with both satisfying California Civil Code § 8134 for all prior payments made pursuant to Section 8134 1.2.2.1 above (to the extent not previously provided to Landlord), together with executed unconditional final mechanic's lien releases satisfying California Civil Code § 8138 for all labor and either Section 8136 or Section 8138 materials provided to the Premises subject to the Final Retention; (iv) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”'s architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (ivv) evidence that all governmental approvals required for Tenant delivers to legally occupy the Premises have been obtained; and (vi) any other information reasonably requested by Landlord; (c) Tenant's delivery to Landlord a “of "as built" drawings (in CAD format, if requested by Landlord); or (d) Tenant's compliance with Landlord's standard "close‑out" requirements regarding city approvals, closeout tasks, Tenant's contractor, financial close-out package” in both paper and electronic forms (including, as-built drawingsmatters, and final record CADD files for Tenant's vendors. Landlord's payment of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Final Retention shall not be deemed Landlord's approval or acceptance of occupancy, a temporary certificate of occupancy the work or its equivalent is issued to Tenant for the Premisesmaterials described in Tenant's payment requests.

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the substantial completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 3262(d)(4) from all of Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the ImprovementsAgents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) Tenant delivers to Landlord records a “close-out package” valid Notice of Completion in both paper and electronic forms (includingaccordance with the requirements of Section 4.3 of this Work Letter, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy (or its equivalent is equivalent) has been issued to Tenant for the Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual “Final Costs” of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord’s review. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly to within 30 days after the latest of (a) substantial completion of the Tenant Improvement Work in accordance with the approved plans and Contractor, or directly to Contractor at specifications; (b) Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion receipt of construction of the Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for from all Improvements and related costs for which the Improvement Allowance is parties providing labor or materials to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (cii) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code Section 8134 §§ 3262(d) and either Section 8136 or Section 8138 3262(d)(4); (iii) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (iv) evidence that all governmental approvals required for Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for legally occupy the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report)Premises have been obtained; and (v) a certificate any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord of occupancy“as built” drawings (in CAD format, a temporary certificate of occupancy if requested by Landlord); or its equivalent is issued (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out matters, and Tenant’s vendors, which requirements shall be provided to Tenant for promptly following commencement of the PremisesTenant Improvement Work. Landlord’s payment of the Final Retention shall not be deemed Landlord’s approval or acceptance of the work or materials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Work LetterExhibit, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, Lessee shall be delivered by Landlord Lessor to Tenant Lessee within thirty (30) days following (A) the completion of construction of the Lessee Improvements, provided that (iB) Tenant delivers Lessee's delivery to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) Lessor of properly executed unconditional mechanics conditional final mechanics' lien releases in compliance with both California Civil Code Section 8134 3262(d)(3) and either Section 8136 or Section 8138 invoices from Tenant’s contractorall of Lessee's Agents for labor rendered and materials delivered to the Premises evidencing costs not previously paid from the Lessee Improvement Allowance for Lessee Improvement Allowance Items at least in the amount requested; (C) Lessee's delivery to Lessor of copies of signed-off permits and stamped set of Approved Working Drawings evidencing governmental approval of the completion of the Lessee Improvements; and (D) Architect's delivery to Lessor of a certificate, subcontractors and material suppliers and any other party which has lien rights in connection with form reasonably acceptable to Lessor, certifying that the construction of the Improvements, (ii) Landlord Lessee Improvements has been substantially completed; provided that Lessor has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or structur of exterior appearance of the Building, or any other tenant’s 's use of such other tenant’s 's leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction . Concurrently with Lessor's payment of the Improvements Final Retention, Lessee shall deliver to Lessor properly executed unconditional final mechanics lien releases in compliance with both California Civil Code Section 3262(d)(4) from all of Lessee's Agents for labor rendered and materials delivered to the Premises has been substantially completed, (iv) Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for connection with the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the PremisesLessee Improvements.

Final Retention. Subject to the provisions of this Work LetterLetter (including, without limitation, Section 4.3 below), a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the ImprovementsImprovements in the applicable Phase, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the such Improvements, (ii) Landlord Landlord, in Landlord’s reasonable good faith judgment, has determined that no substandard work exists which materially deviates from the “Approved Working Drawings”, as that term is defined in Section 3.4, below, materially adversely affects the mechanicalBuilding Systems, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems the exterior walls of the any Building, or the curtain wall of the Building, the structure Building Structure or exterior appearance of any Building (provided that Landlord will have thirty (30) days following Tenant’s request for the Building, or Final Retention in which to determine whether any other tenant’s use such substandard work exists and notify Tenant of such other tenant’s leased premises in the Buildingdetermination, failing which Landlord shall be deemed to have determined that no such substandard work exists), and (iii) Architect Tenant delivers to Landlord a “Certificate of Substantial Completion”certificate issued by Architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) Tenant delivers to Landlord a two (2) hard copies and one (1) electronic copy of the “closeClose-out packageOut Package” (as that term is defined in both paper and electronic forms (includingSection 4.3.3 below), as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Tenant delivers to Landlord all of occupancythe Tenant Deliverables set forth in Section 4 of the List of Tenant Deliverables (i.e., a temporary certificate the “Prior to Release of occupancy or its equivalent is issued Final Payment” category of Tenant Deliverables), to Tenant for the Premisesextent such items are not mentioned in clauses (i) through (iv) of this Section 2.2.2.2.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) copies of all third-party contracts (including change orders) to which Tenant delivers is a party and pursuant to Landlord (a) which the Tenant Improvement Work has been performed, including paid invoices for from all Improvements and related costs for which the Improvement Allowance is parties providing labor or materials to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (cii) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code Section 8134 §§ 3262(d) and either Section 8136 or Section 8138 3262(d)(4); (iii) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (iv) evidence that all governmental approvals required for Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for legally occupy the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report)Premises have been obtained; and (v) a certificate any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord of occupancy“as built” drawings (in CAD format, a temporary certificate if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out matters, and Tenant’s vendors. Landlord’s payment of occupancy the Final Retention shall not be deemed Landlord’s approval or its equivalent is issued to Tenant for acceptance of the Premiseswork or materials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for from all Improvements and related costs for which the Improvement Allowance is parties providing labor or materials to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (cii) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code Section 8134 §§ 3262(d) and either Section 8136 or Section 8138 3262(d)(4); (iii) a certificate Exhibit B from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (iv) evidence that all governmental approvals required for Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for legally occupy the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report)Premises have been obtained; and (v) a certificate any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord of occupancy“as built” drawings (in CAD format, a temporary certificate if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out matters, and Tenant’s vendors. Landlord’s payment of occupancy the Final Retention shall not be deemed Landlord’s approval or its equivalent is issued to Tenant for acceptance of the Premiseswork or materials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Work LetterAgreement, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the ImprovementsBuilding and the Premises, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 3262 (d) (2) and either Section 8136 3262(d)(3) or Section 8138 from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, 3262(d)(4); (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and or air conditioning, life-safety or other systems of the Building, the any curtain wall walls of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, Premises; (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in Building and the Premises has been substantially completed, completed in accordance with the Final Plans; (iv) Tenant delivers to Landlord a “close-out package” in both paper and electronic forms certificate of occupancy for the Premises from all applicable governmental agencies; (includingv) all "punch list" items reasonably effecting the construction, as-built drawingsuse, and operation of the Building have been completed; (vi) Tenant has delivered a detailed breakdown of Tenant's final record CADD files and total Tenant Work Costs; (vii) Tenant has delivered to Landlord all items returned under Section 4.3 below; (viii) Tenant has opened for business at the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report)Premises as required in this Lease; and (vix) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for has delivered the PremisesEstoppel Certificate.

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Tenant Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related costs for which the Improvement Allowance Landlord Contribution is to be disperseddisbursed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed final unconditional mechanics lien releases releases, properly executed, acknowledged and in recordable form and in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 8138, from Tenant’s contractorContractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Tenant Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use Building (Landlord to provide written notice of such other tenant’s leased premises in determination to Tenant not later than 45 days after the Buildingcompletion of construction of the Tenant Improvements), (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed, (iv) Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent CofO is issued to Tenant for the Premises.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) copies of all Tenant delivers to Landlord Improvement Contracts; (aii) paid copies of invoices for all Improvements labor and related costs for which materials provided to the Improvement Allowance is to be dispersed, Expansion Space; (biii) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code § 8134 for all prior payments made pursuant to Section 8134 1.2.2.1 above (to the extent not previously provided to Landlord), together with executed unconditional final mechanic’s lien releases satisfying California Civil Code § 8138 for all labor and either Section 8136 or Section 8138 materials provided to the Expansion Space subject to the Final Retention; (iv) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (ivv) evidence that all governmental approvals required for Tenant delivers to legally occupy the Expansion Space have been obtained; and (vi) any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord a of “as built” drawings (in CAD format, if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out package” in both paper and electronic forms (including, as-built drawingsmatters, and final record CADD files for Tenant’s vendors. Landlord’s payment of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Final Retention shall not be deemed Landlord’s approval or acceptance of occupancy, a temporary certificate of occupancy the work or its equivalent is issued to Tenant for the Premisesmaterials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Work LetterExhibit B, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the applicable Tenant Improvements, provided that (iA) Tenant delivers to Landlord (a1) paid invoices for all the applicable Tenant Improvements and related costs for which the applicable Tenant Improvement Allowance is to be dispersed, (b2) signed permits for all the applicable Tenant Improvements completed within the Premises, (c3) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s 's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Tenant Improvements, (iiB) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s 's use of such other tenant’s 's leased premises in the Building, (iiiC) Architect if applicable, Tenant's approved architect delivers to Landlord a “Certificate of Substantial Completion”certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Tenant Improvements in the Premises has been substantially completed, (ivD) if applicable, Tenant delivers to Landlord a “"close-out package” " in both paper and electronic forms (including, as-built drawings, and final record CADD CAD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (vE) if applicable, a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the TI Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) Tenant delivers to Landlord copies of all Construction Contracts; (aii) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 satisfying any applicable requirements of Law, as reasonably determined by Landlord; (iii) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (iv) a certificate of occupancy or other evidence that all governmental approvals required for Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for legally occupy the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report)Premises have been obtained; and (v) a certificate any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord of occupancy“as built” drawings (in CAD format, a temporary certificate if requested by Landlord); or (d) Tenant’s delivery to Landlord of occupancy (in each case to the extent applicable) contractor’s affidavits, final permits and (in each case to the extent available) O&M manuals, air balance reports, warranties, and structural reports from third-party consultants. Landlord’s payment of the Final Retention shall not be deemed Landlord’s approval or its equivalent is issued to Tenant for acceptance of the Premiseswork or materials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) Tenant delivers to Landlord copies of all Construction Contracts; (aii) paid copies of invoices for all Improvements labor and related costs for which the Improvement Allowance is materials provided to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (ciii) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code Section 8134 and either Section 8136 or Section 8138 § 8138; (iv) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (ivv) evidence that all governmental approvals required for Tenant delivers to legally occupy the Premises have been obtained; and (vi) any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord a of “as built” drawings (in CAD format, if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close‑out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out package” in both paper and electronic forms (including, as-built drawingsmatters, and final record CADD files for Tenant’s vendors. Landlord’s payment of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Final Retention shall not be deemed Landlord’s approval or acceptance of occupancy, a temporary certificate of occupancy the work or its equivalent is issued to Tenant for the Premisesmaterials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to Tenant (or at Tenant's option made payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, ) shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord (ai) paid invoices a request for final payment of Contractor, approved by Tenant, showing that all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, Improvements have been completed; (ii) Landlord has determined that no substandard work exists which adversely affects invoices from all of Tenant's Agents and from the mechanicaldesign consultants, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Buildingproject managers, the curtain wall of Architect and the BuildingEngineers, for labor rendered with respect to, and materials delivered to, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, Premises not previously paid by Landlord; (iii) Architect delivers conditional progress lien waivers in recordable form executed by the Contractor and Tenant’s Agents whose work is the subject of such request for payment (subject only to the receipt of payment therefor); (iv) unconditional progress lien waivers in recordable form executed by the Contractor and Tenant’s Agents with respect to all amounts funded by Landlord a “Certificate prior to the date of Substantial Completion”, the request for final payment; (v) reasonable supporting detail in a form AIA G702 format (or another format reasonably acceptable to Landlord) including, but not limited to, work orders, invoices, sales receipts, bills of lading, time sheets and material purchase orders for the costs incurred by Tenant reasonably acceptable to Landlord; and (vi) a certificate executed and sealed by the Architect, certifying to Tenant, Landlord and Landlord’s mortgagee that the construction all of the Improvements have been finally completed in accordance in all material respects with the Approved Working Drawings and all applicable laws, regulations, codes and ordinances (but subject to standard expectations with respect the Americans with Disabilities Act (ADA) and the Texas Accessibility Standard, as amended (TAS)). Tenant shall, within five (5) business days after any municipal authority issues a certificate of occupancy covering the Premises has been substantially completedor any portion thereof, (iv) Tenant delivers deliver to Landlord a “close-out package” in both paper and copy of such certificate. Within the four (4) months following the Commencement Date, Tenant shall submit to Landlord by electronic forms (includingmail, Tenant's "as-built drawings, and final record CADD files " for all of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the PremisesImprovements.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for from all Improvements and related costs for which the Improvement Allowance is parties providing labor or materials to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (cii) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code Section 8134 §§ 3262(d) and either Section 8136 or Section 8138 3262(d)(4); (iii) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (iv) evidence that all governmental approvals required for Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for legally occupy the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report)Premises have been obtained; and (v) a certificate any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord of occupancy“as built” drawings (in CAD format, a temporary certificate if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out matters, and Tenant’s vendors. Landlord’s payment of occupancy the Final Retention shall not be deemed Landlord’s approval or its equivalent is issued to Tenant for acceptance of the Premiseswork or materials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor, or if Tenant elects, directly to Contractor at Landlord’s sole discretionContractor, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Tenant Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related costs for which the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed final unconditional mechanics lien releases releases, properly executed, acknowledged and in recordable form and in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 8138, from Tenant’s contractorContractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Tenant Improvements, (ii) Landlord has reasonably determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlordcommercially reasonable form, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed, (iv) Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises.

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant Tenant’s Designee and Contractor, or directly to the Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) 3 days following the completion of construction after all of the Improvements, provided that following have occurred: (i) Tenant delivers has delivered to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersedoriginal, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 3262(d)(3) from Tenant’s contractorContractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, Potential Lien Claimants; (ii) Landlord has determined Landlord’s reasonable determination that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, by Tenant’s Contractor or any other tenantagents of Tenant including the subcontractors of Tenant’s use of such other tenant’s leased premises in the Building, Contractor exists; (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying ’s reasonable determination that the construction of the Tenant Improvements in the Premises has been substantially completed, completed in accordance with the Approved Plans; (iv) Tenant delivers Tenant’s delivery to Landlord a “close-out package” in both paper of two blue line sets of drawings with notations indicating material deviations between the actual construction and electronic forms the Approved Plans, prepared by Tenant’s Contractor; (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from v) all contractors, subcontractors and material suppliers, and an independent air balance report)items required pursuant to Section 5.6 of this Exhibit B; and (vvi) Tenant’s written certification that it has accepted the work, subject to punch list items, warranty items and latent defects Notwithstanding the foregoing to the contrary, in the event that any Potential Lien Claimants file or threaten to file a certificate mechanic’s lien against the Premises or do not submit requisite mechanic’s lien releases, Landlord shall withhold from the Final Retention an amount equal to 150% of occupancythe claimed amount or value of services and material until the requisite mechanic’s lien releases are delivered to Landlord, a temporary certificate and the balance of occupancy or its equivalent is issued to Tenant for the PremisesFinal Retention shall be released.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) copies of all third-party contracts (including change orders) pursuant to which the Tenant delivers to Landlord (a) Improvement Work has been performed, including paid invoices for from all Improvements and related costs for which parties providing labor or materials to the Improvement Allowance is to be dispersed, Suite 2050 Expansion Space; (bii) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code Section 8134 §§ 3262(d) and either Section 8136 or Section 8138 3262(d)(4); (iii) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (iv) evidence that all governmental approvals required for Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for legally occupy the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report)Suite 2050 Expansion Space have been obtained; and (v) a certificate any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord of occupancy“as built” drawings (in CAD format, a temporary certificate if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out matters, and Tenant’s vendors. Landlord’s payment of occupancy the Final Retention shall not be deemed Landlord’s approval or its equivalent is issued to Tenant for acceptance of the Premiseswork or materials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) copies of all Tenant delivers to Landlord Improvement Contracts; (aii) paid copies of invoices for all Improvements labor and related costs for which the Improvement Allowance is materials provided to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (ciii) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code § 8134 for all prior payments made pursuant to Section 8134 1.2.2.1 above (to the extent not previously provided to Landlord), together with executed unconditional final mechanic’s lien releases satisfying California Civil Code § 8138 for all labor and either Section 8136 or Section 8138 materials provided to the Premises subject to the Final Retention; (iv) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (ivv) evidence that all governmental approvals required for Tenant delivers to legally occupy the Premises have been obtained; and (vi) any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord a of “as built” drawings (in CAD format, if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out package” in both paper and electronic forms (including, as-built drawingsmatters, and final record CADD files for Tenant’s vendors. Landlord’s payment of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Final Retention shall not be deemed Landlord’s approval or acceptance of occupancy, a temporary certificate of occupancy the work or its equivalent is issued to Tenant for the Premisesmaterials described in Tenant’s payment requests.]

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the TI Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Initial Alteration Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) Tenant delivers to Landlord copies of all Construction Contracts; (aii) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code Section 8134 and either Section 8136 or Section 8138 § 8138; (iii) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Initial Alteration Work has been substantially completed, ; (iv) evidence that all governmental approvals required for Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (includinglegally occupy the Premises have been obtained, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord of occupancy“as built” drawings (in CAD format, a temporary certificate if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out matters, and Tenant’s vendors. Landlord’s payment of occupancy the Final Retention shall not be deemed Landlord’s approval of acceptance of the work or its equivalent is issued to Tenant for the Premisesmaterials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for Landlord shall have the Final Retention payable jointly right to withhold payment of ten percent (10%) of the Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty Improvement Allowance until (30i) days following the completion of construction of the ImprovementsTenant Improvements is completed, provided that (iii) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics final lien releases from all of Tenant’s Agents in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements8138, (iiiii) Landlord has reasonably determined that no substandard work exists which adversely affects the mechanicalBuilding structure, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the BuildingBuilding Systems, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, and (iv) Tenant delivers to Landlord a record set of Approved Working Drawings (as defined below) showing all changes to the Approved Working Drawings made during construction, and the items described in the “closeClose-out packageRequirements” document included in both paper the Construction Rules, Requirements, Specifications, Design Criteria and electronic forms Building Standards (including, as-built drawings, and final record CADD files for as hereinafter defined). The withholding of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued 10% hereunder will not be applied to each draw request submitted by Tenant for the PremisesTenant Improvement Allowance; rather the10% will be withheld “on the back end” until Tenant has satisfied the requirements set forth herein.

Final Retention. Subject to the provisions of this Work Letter, and provided Tenant delivers sufficient evidence to Landlord showing that the full amount of the Over-Allowance Amount has then been paid by Tenant, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretionor Tenant, as Tenant may request, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 3262(d)(4) from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the ImprovementsImprovements (provided that, if Tenant requests a check payable only to Tenant, then Landlord shall not be obligated to deliver such check unless and until Tenant has provided Landlord all unconditional mechanic’s lien releases in accordance with California Civil Code Section 3262(d)(4)), (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) Tenant EXHIBIT B -4- XXXXXX REALTY 000 XXXXXXX XXXXXX [StumbleUpon, Inc.] delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord's receipt of the Improvements, provided that (i) copies of all Tenant delivers to Landlord Improvement Contracts; (aii) paid copies of invoices for all Improvements labor and related costs for which the Improvement Allowance is materials provided to be dispersed, (b) signed permits for all Improvements completed within the Premises, ; (ciii) properly executed unconditional mechanics mechanic's lien releases in compliance with both satisfying California Civil Code § 8134 for all prior payments made pursuant to Section 8134 1.2.2.1 above (to the extent not previously provided to Landlord), together with executed unconditional final mechanic's lien releases satisfying California Civil Code § 8138 for all labor and either Section 8136 or Section 8138 materials provided to the Premises subject to the Final Retention; (iv) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”'s architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (ivv) evidence that all governmental approvals required for Tenant delivers to legally occupy the Premises have been obtained; and (vi) any other information reasonably requested by Landlord; (c) Xxxxxx's delivery to Landlord a “of "as built" drawings (in CAD format, if requested by Landlord); or (d) Tenant's compliance with Landlord's standard "close-out" requirements regarding city approvals, closeout tasks, Xxxxxx's contractor, financial close-out package” in both paper and electronic forms (including, as-built drawingsmatters, and final record CADD files for Xxxxxx's vendors. Xxxxxxxx's payment of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Final Retention shall not be deemed Landlord's approval or acceptance of occupancy, a temporary certificate of occupancy the work or its equivalent is issued to Tenant for the Premisesmaterials described in Tenant's payment requests.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Tenant Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related costs for which the Tenant Improvement Allowance is to be disperseddisbursed, (b) signed permits for all Tenant Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s 's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Tenant Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s 's use of such other tenant’s 's leased premises in the Building, (iii) Architect delivers to Landlord a “"Certificate of Substantial Completion”", in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed, (iv) Tenant delivers to Landlord a “"close-out package” " in both paper and electronic forms (including, two (2) copies of the "record-set" of as-built drawingsdrawings prepare pursuant to Section 4.3, below, and final record CADD files for the (computer-aided design and drafting) files), as well as a copy of all associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises.

Final Retention. Subject to the provisions of this Work LetterFifth Amendment, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the ImprovementsParking Structure, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases from all of Tenant’s Agents in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 3262(d)(4), which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord, (b) an application and certificate for payment (AIA form G702-1992 or equivalent) signed by the Architect/Engineer, (c) a breakdown sheet (AIA form G703-1992 or equivalent), (d) copies of the stamped building permit plans, (e) copy of the building permit, (f) copies of the stamped building permit inspection card with all final sign-offs, (g) a reproducible copy (in a form as approved by Landlord) of the “as built” drawings of the Parking Structure, (h) one year warranty letters from Tenant’s contractorGeneral Contractor, subcontractors (i) final punchlist completed and material suppliers signed off by Tenant and any other party which has lien rights in connection with the construction Architect/Engineer, and (j) an acceptance of the ImprovementsParking Structure signed by Landlord (collectively, the “Final Closing Package”), and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the BuildingParking Structure, the structure or exterior appearance of the BuildingParking Structure, or any other tenant’s use as applicable. Landlord shall have ten (10) business days from receipt of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”, in a form reasonably acceptable to Landlord, certifying that the construction conformed copy of the Improvements in the Premises has been substantially completed, (iv) Tenant delivers Notice of Completion to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and conduct its final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premisesinspection.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check payable to Tenant for the Final Retention payable jointly with respect to the Tenant and ContractorImprovements performed to each Tranche (or, as to Tranche III, each of the 2nd Floor Premises, the Suite 250 Premises or directly to Contractor at Landlord’s sole discretionthe Suite 255 Premises, respectively) shall be delivered by Landlord to Tenant within thirty forty-five (3045) days following the completion of construction of date upon which the Improvements, provided that following have been satisfied (i) Tenant delivers to Landlord (a) paid invoices for all Tenant Improvements and related costs for which the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within such Tranche (or, as to Tranche III, within the 2nd Floor Premises, the Suite 250 Premises or the Suite 255 Premises, respectively), (c) properly executed unconditional mechanics mechanic’s lien releases in compliance from all of Tenant’s Agents who are entitled to file mechanic’s liens which shall comply with both the appropriate provisions of California Civil Code Section 8134 Sections 8132, 8134, 8136 and either Section 8136 or Section 8138 from Tenant’s contractor, subcontractors 8138; which lien releases shall be conditional with respect to the requested payment amounts and material suppliers and any other party which has lien rights in connection unconditional with the construction of the Improvementsrespect to payment amounts previously disbursed by Landlord, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”” for the applicable Tranche (or, as to Tranche III, for the 2nd Floor Premises, the Suite 250 Premises or the Suite 255 Premises, respectively) in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in such Tranche (or, as to Tranche III, in the 2nd Floor Premises, the Suite 250 Premises or the Suite 255 Premises, respectively) has been substantially completed, (iviii) Tenant delivers to Landlord a “close-out package” package for the applicable Tranche (or, as to Tranche III, for the 2nd Floor Premises, the Suite 250 Premises or the Suite 255 Premises, respectively) in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report, and O&M manuals) (the “Close Out Package”); , and (viv) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for with respect to such Tranche (or, as to Tranche III, with respect to the 2nd Floor Premises, the Suite 250 Premises or the Suite 255 Premises, respectively).

Final Retention. Subject to the provisions of this Work LetterLetter (including, without limitation, Section 4.3 below), a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s 's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord Landlord, in Landlord's reasonable good faith judgment, has determined that no substandard work exists which materially deviates from the "Approved Working Drawings", as that term is defined in Section 3.4, below, materially adversely affects the mechanicalBuilding Systems, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems the exterior walls of the Building, or the curtain wall of the Building, the structure Building Structure or exterior appearance of the Building, or Building (provided that Landlord will have thirty (30) days following Tenant's request for the Final Retention in which to determine whether any other tenant’s use such substandard work exists and notify Tenant of such other tenant’s leased premises in the Buildingdetermination, failing which Landlord shall be deemed to have determined that no such substandard work exists), (iii) Architect Tenant delivers to Landlord a “Certificate of Substantial Completion”certificate issued by Architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) Tenant delivers to Landlord a “closetwo (2) hard copies and one (1) electronic copy of the "Close-out package” Out Package" (as that term is defined in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance reportSection 4.3.3 below); and (v) a certificate Tenant delivers to Landlord all of occupancythe Tenant Deliverables set forth in Section 4 of the List of Tenant Deliverables (i.e., a temporary certificate the "Prior to Release of occupancy or its equivalent is issued Final Payment" category of Tenant Deliverables), to Tenant for the Premisesextent such items are not mentioned in clauses (i) through (iv) of this Section 2.2.2.2.

Final Retention. Subject to the provisions of this Work LetterExhibit B, a check for the Final Retention payable to Tenant, or, at Tenant’s sole election, a check payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements8138, (ii) Landlord has reasonably determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating Improvements were built out consistent with the Landlord-approved Plans and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises Specifications in the Buildingall material respects, (iii) Architect Tenant delivers to Landlord all other information reasonably requested by Landlord, including a “close-out” package, to be delivered at Tenant’s sole cost and expense, without any requirement that Landlord execute any release forms or other documents as a condition to such delivery, and notwithstanding any intellectual property rights in such property claimed by Tenant, its architect, contractor or other third part, which close-out package shall include mechanical and electrical final CAD as-builts and architectural CAD as-built that includes mechanical and electrical final as-builts (as specified below in Section 10 d);; permit cards with all required signatures; air balance report (2 copies) (as specified below in Section 10 e) ii); and (iv) Tenant delivers to Landlord a “Certificate of Substantial Completion”certificate from the Architect or Contractor, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Ninth Floor Expansion Premises has been substantially completed, (iv) Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises.

Final Retention. Subject to the provisions of this Work Letterterms hereof, Landlord shall deliver to Tenant a check for the Final Retention payable jointly Retention, together with any other undisbursed portion of the Allowance required to Tenant and Contractorpay for the Allowance Items, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty 30 days after the latest of (30a) days following the completion of construction the Tenant Improvement Work in accordance with the approved plans and specifications; (b) Landlord’s receipt of the Improvements, provided that (i) copies of all Tenant delivers to Landlord Improvement Contracts; (aii) paid copies of invoices for all Improvements labor and related costs for which the Improvement Allowance is materials provided to be dispersed, Suites 500 and 600; (biii) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both satisfying California Civil Code § 8134 for all prior payments made pursuant to Section 8134 1.2.2.1 above (to the extent not previously provided to Landlord), together with executed unconditional final mechanic’s lien releases satisfying California Civil Code § 8138 for all labor and either Section 8136 or Section 8138 materials provided to Suites 500 and 600 subject to the Final Retention; (iv) a certificate from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises Tenant Improvement Work has been substantially completed, ; (ivv) evidence that all governmental approvals required for Tenant delivers to legally occupy Suites 500 and 600 have been obtained; and (vi) any other information reasonably requested by Landlord; (c) Tenant’s delivery to Landlord a of “as built” drawings (in CAD format, if requested by Landlord); or (d) Tenant’s compliance with Landlord’s standard “close‑out” requirements regarding city approvals, closeout tasks, Tenant’s contractor, financial close-out package” in both paper and electronic forms (including, as-built drawingsmatters, and final record CADD files for Tenant’s vendors. Landlord’s payment of the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Final Retention shall not be deemed Landlord’s approval or acceptance of occupancy, a temporary certificate of occupancy the work or its equivalent is issued to Tenant for the Premisesmaterials described in Tenant’s payment requests.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the ImprovementsTenant Improvements in the Premises, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional final sworn statements and mechanics lien waiver or releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 any applicable laws from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvementsall Tenant Agents, (ii) Landlord has determined that no substandard work exists in violation of the terms of this Tenant Work Letter which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Architect delivers to Landlord a “Certificate of Substantial Completion”certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed, (iv) Tenant delivers supplies Landlord with evidence that all required governmental approvals required for Tenant to Landlord a “close-out package” in both paper and electronic forms (includinglegally occupy the Premises have been obtained, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate Tenant has fulfilled its obligations pursuant to the terms of occupancySection 4.3(i) of this Tenant Work Letter and has otherwise complied with Landlord’s standard “close out” requirements regarding city approvals, a temporary certificate of occupancy or its equivalent is issued to Tenant for closeout tasks, closeout documentation regarding the Premisesgeneral contractor, financial close-out matters, and tenant vendors.

Final Retention. Subject to the provisions of this Work Letter, with respect to payments due and owing to the Contractor, a check for the Final Retention payable jointly to Tenant and Contractor, or directly to Contractor at Landlord’s sole discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all Improvements and related costs for which the Improvement Allowance is to be disperseddisbursed, (b) signed permits for all Improvements completed within the Premises, (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s 's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, and (d) all of the Tenant Deliverables set forth in Section 4 of Schedule 1 attached to this Work Letter (i.e., the “Prior to Release of Final Payment” category of Tenant Deliverables), and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s 's use of such other tenant’s 's leased premises in the Building, (iii) Architect delivers to Landlord a “"Certificate of Substantial Completion”", in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, (iv) Tenant delivers to Landlord a “"close-out package” " in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises.

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord’s sole 's reasonable discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s 's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s 's use of such other tenant’s 's leased premises in the Building, (iii) Architect delivers to Landlord a “"Certificate of Substantial Completion”", in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements in the Premises has been substantially completedSubstantially Completed, (iv) Tenant delivers to Landlord a “"close-out package” " in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; and (vvi) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the applicable portion of the Premises.. EXHIBIT B-6-