Common use of Final Retention Clause in Contracts

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to the Contractor (or to Tenant if Tenant provides Landlord proof of Tenant's payment to the Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty (30) days following the later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment of the Tenant Improvement Allowance, provided that (i) Tenant delivers to Landlord final, unconditional lien waivers, in accordance with applicable laws (including, without limitation, the appropriate provisions of California Civil Code Sections 8132-8138), from Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant Improvements, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Project, the structure or exterior appearance of the Project, or any other tenant's use of such other tenant's leased premises in the Project, (iv) Tenant has completed all of the Tenant Improvements in substantial conformity with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions of this Exhibit B, and (v) Tenant has delivered to Landlord the following: (a) a copy of a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or local equivalent) for the entire Premises issued by the appropriate governmental authority, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed in substantial conformity with the Approved Working Drawings, and (d) copies of all applicable permits evidencing final approval and sign of the Tenant Improvements by the municipal building inspector(s). Further, within thirty (30) days following the conclusion of construction, but not as a condition to the payment of the Tenant Improvement Allowance, (1) Tenant shall cause the Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to deliver to Landlord two (2) sets of such as-built drawings (in .PDF form), and (C) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, equipment, and systems in the Premises.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to the Contractor (or jointly to Tenant if Tenant provides Landlord proof of Tenant's payment to the and Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty (30) days following the later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment substantial completion of construction of the Tenant Improvement AllowanceImprovements, provided that (i) Tenant delivers to Landlord final, unconditional properly executed mechanic’s lien waivers, releases in accordance compliance with applicable laws (including, without limitation, the appropriate provisions of both California Civil Code Sections 8132-8138), Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from all of Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant Improvements’s Agents, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the ProjectBuilding, the curtain wall of the Building, the structure or exterior appearance of the ProjectBuilding, or any other tenant's use (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of such other tenant's leased premises the Improvements in the ProjectPremises has been substantially completed, and , (iv) Tenant has completed all records a valid Notice of the Tenant Improvements Completion in substantial conformity accordance with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions requirements of Section 4.3 of this Exhibit BWork Letter, and (v) Tenant has delivered to Landlord the following: (a) a copy of a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or local its equivalent) has been issued for the entire Premises issued by Premises. Upon substantial completion of the appropriate governmental authorityImprovements, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed and in substantial conformity conjunction with the Approved Working DrawingsFinal Retention and disbursement thereof, and (d) copies of all applicable permits evidencing as set forth in this Section 2.2.2.2, above, Tenant shall perform a final approval and sign costs analysis to determine the actual “Final Costs” of the Improvements so constructed. Thereafter, Tenant Improvements by shall submit such analysis to Landlord for Landlord’s verification and approval. In the municipal building inspector(s). Further, within thirty event it is determined that there remains any unpaid portion of the Improvement Allowance (30) days following the conclusion of construction, but not as a condition in addition to the payment 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 Improvement Allowance, (1) Tenant shall cause the Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made but only to the Approved Working Drawings during the course of construction, (B) to deliver to Landlord two (2) sets of such as-built drawings (in .PDF formextent otherwise reimbursable hereunder for Improvement Allowance Items), and (C) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, equipment, and systems in the Premises.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to the Contractor (or jointly to Tenant if Tenant provides Landlord proof of and the Tenant's payment to Agent (which is the Contractor and final unconditional lien waivers from the Contractor payee for all of the Tenant Improvements completedsuch work or portion thereof) shall be delivered by Landlord to Tenant within thirty (30) days following the later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment completion of construction of the Tenant Improvement AllowanceExpansion Space, provided that (i) Tenant delivers to Landlord final, unconditional lien waivers, in accordance with applicable laws (including, without limitation, the appropriate provisions of California Civil Code Sections 8132-8138), from Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant Improvements, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioningHVAC, life-safety or other systems of the ProjectBuilding, the curtain wall of the Building, the structure or exterior appearance of the ProjectBuilding, or any other tenant's use of such other tenant's leased premises Expansion Space in the Project, (iv) Tenant has completed all of the Tenant Improvements in substantial conformity with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions of this Exhibit B, Building; and (vii) Tenant has delivered to Landlord the followingLandlord: (aA) a copy of a properly executed and final unconditional mechanics lien releases in compliance with applicable California law or permanent (i.e. not temporary or conditional) certificate of occupancy (or local equivalent) conditional mechanics lien releases for the entire Premises issued amounts to be paid by the appropriate governmental authority, Final Retention; (bB) a certificate of completion issued by Tenant's Architect occupancy or Tenant's Contractor, certifying that the Tenant Improvements have been completed in substantial conformity with the Approved Working Drawings, and (d) copies of all applicable permits evidencing final approval and sign of the Tenant Improvements permit cards signed off by the municipal building inspector(s). Further, within thirty City of South San Francisco (30the "City") days following the conclusion of construction, but not as a condition with respect to the payment of the Tenant Improvement Allowance, Expansion Space; (1C) Tenant shall cause the Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to deliver to Landlord two (2) sets of such as-built drawings plans and City-permitted plans for the Tenant Improvements; (in .PDF form), and (CD) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating operation manuals and information relating to warranties for equipment included within the Tenant Improvements, equipmentif applicable; (E) copy of the contract with the Contractor; (F) copy of the Contractor's certificate of insurance, including Additional Insured endorsement naming Landlord (and systems in any other party requested by Landlord) as additional insureds; and (G) the Premises.Contractor's schedule of values, showing total contract value. In the event Tenant has paid Tenant's Agent directly for certain Tenant Improvement Allowance Items and if Tenant's Agent has provided an unconditional lien release with respect to such paid Tenant Improvement Allowance Item, then Landlord shall make such disbursement check payable solely to Tenant for such Tenant Improvement Allowance Item disbursement. ./ -/// -4-

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to the Contractor (or jointly to Tenant if Tenant provides Landlord proof of Tenant's payment to the and Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty (30) days following the later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment substantial completion of construction of the Tenant Improvement AllowanceImprovements, provided that (i) Tenant delivers to Landlord final, unconditional properly executed mechanic’s lien waivers, releases in accordance compliance with applicable laws (including, without limitation, the appropriate provisions of both California Civil Code Sections 8132-8138), Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from all of Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant Improvements’s Agents, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the ProjectBuilding, the curtain wall of the Building, the structure or exterior appearance of the ProjectBuilding, or any other tenant's use (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of such other tenant's leased premises the Improvements in the ProjectPremises has been substantially completed, and , (iv) Tenant has completed all records a valid Notice of the Tenant Improvements Completion in substantial conformity accordance with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions requirements of Section 4.3 of this Exhibit BWork Letter, and (v) Tenant has delivered to Landlord the following: (a) a copy of a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or local its equivalent) has been issued for the entire Premises issued by Premises. Upon substantial completion of the appropriate governmental authorityImprovements, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed and in substantial conformity conjunction with the Approved Working DrawingsFinal Retention and disbursement thereof, and (d) copies of all applicable permits evidencing as set forth in this Section 2.2.2.2 , above, Tenant shall perform a final approval and sign costs analysis to determine the actual “Final Costs” of the Improvements so constructed. Thereafter, Tenant Improvements by shall submit such analysis to Landlord for Landlord’s verification and approval. In the municipal building inspector(s). Further, within thirty event it is determined that there remains any unpaid portion of the Improvement Allowance (30) days following the conclusion of construction, but not as a condition in addition to the payment 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 Improvement Allowance, (1) Tenant shall cause the Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made but only to the Approved Working Drawings during the course of construction, (B) to deliver to Landlord two (2) sets of such as-built drawings (in .PDF formextent otherwise reimbursable hereunder for Improvement Allowance Items), and (C) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, equipment, and systems in the Premises.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to the Contractor (or to Tenant if Tenant provides Landlord proof of Tenant's payment to the Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty on or before the date occurring forty-five (3045) days following the later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment completion of construction of the Tenant Improvement AllowancePremises, provided that (i) Tenant delivers to Landlord final, unconditional properly executed conditional mechanics lien waivers, releases in accordance compliance with applicable laws (including, without limitation, the appropriate provisions of both California Civil Code Sections 8132-8138), from Tenant's general contractor Section 3262(d)(2) and all subcontractors, materialmen and suppliers either Section 3262(d)(3) or Section 3262(d)(4) (provided that have performed work or supplied materials in connection Tenant shall provide Landlord with executed unconditional mechanics lien releases that comply with the Tenant Improvementsforegoing within thirty (30) days following Landlord payment of the Final Retention), (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work in the construction of the Tenant Improvements exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the ProjectBuilding, the curtain wall of the Building, the structure or exterior appearance of the ProjectBuilding, or any other tenant's use of such other tenant's leased premises in the ProjectBuilding, and (iviii) Tenant has completed all Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in substantial conformity with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions of this Exhibit B, and (v) Tenant Premises has delivered to Landlord the following: (a) a copy of a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or local equivalent) for the entire Premises issued by the appropriate governmental authority, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed in substantial conformity with the Approved Working Drawings, and (d) copies of all applicable permits evidencing final approval and sign of the Tenant Improvements by the municipal building inspector(s)substantially completed. Further, within thirty (30) days following the conclusion of construction, but not as a condition to the payment Any undisbursed portion of the Tenant Improvement AllowanceAllowance that remains following Landlord's disbursement of the Final Retention shall be provided to Tenant (the "Over-Allowance Refund") within sixty (60) days; provided, (1) Tenant however, in no event shall cause the Contractor amount of such Over-Allowance Refund exceed the sum of (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of constructionInitial TI Disbursement, and (B) to deliver the actual Over-Allowance Amount, if any, provided to Landlord two by Tenant; provided further, however, at Tenant's discretion, up to $317,379.00 of the Over Allowance Refund (2as designated by Tenant, the "Reduction Application Amount") sets may be applied against Base Rent throughout the initial Lease Term as a reduction in each Monthly Installment of Base Rent by an amount equal to $0.012 for each $1.00 of the Reduction Application Amount; provided, however, in such as-built drawings (in .PDF form), event Landlord and (C) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating promptly execute an amendment to the Tenant Improvements, equipment, and systems in the PremisesLease setting forth a revised schedule of Base Rent incorporating such reduction.

Final Retention. Subject to So long as no Event of Default has occurred and is continuing, and provided Landlord does not reasonably and in good faith dispute the provisions payment of this Tenant Work Letter, a check for the Landlord’s Final Retention payable to the Contractor (or to Tenant if Tenant provides Landlord proof based upon noncompliance of Tenant's payment to any work with the Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) Approved Working Drawings, Landlord’s Final Retention shall be delivered by Landlord disbursed to or on behalf of Tenant within thirty (30) days after each and every one of the following the later ofconditions has been satisfied: (Ii) receipt by Landlord of a final Payment Application (the date Tenant has completed the Tenant Improvements, (II“Final Payment Application”) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment the Landlord’s Final Retention; (ii) inspection by Landlord of the Premises and Landlord’s determination that the Tenant Improvement work has been completed (including all punch-list items) in strict accordance with the Approved Working Drawings and applicable Code (provided, however, that such determination shall in no way constitute Landlord’s endorsement or certification that the work has in fact been constructed in conformance with the Approved Working Drawings or applicable Code), and that any repairs to 4 Second & Spring Avalara, Inc. the Premises necessitated by such Tenant Improvement work have been made to the reasonable satisfaction of Landlord; (iii) receipt by Landlord of a conformed Certificate of Substantial Completion certified by the Contractor and the Architect (iv) receipt by Landlord from Tenant of a temporary or final certificate of occupancy, or either of their equivalent, or other authorization from the applicable governmental authority for the Premises allowing Tenant to occupy the Premises for the conduct of its business, or final sign-off by the applicable building inspector of the City of Seattle, Washington on all building permits for the Tenant Improvement Work, and complying in all respects with the certificate(s) of occupancy, or its equivalent, or other authorization or building permits sign-off as provided above, then covering the Building; (v) receipt by Landlord of appropriate individual paid receipts and invoices for the total amount of the Tenant Improvement Allowance, provided that Work; (ivi) conditional lien waivers from the Contractor and all other Tenant delivers Agents with respect to Landlord final, Landlord’s Final Retention and unconditional lien waivers, in accordance waivers with applicable laws (including, without limitation, the appropriate provisions of California Civil Code Sections 8132-8138), from Tenant's general contractor and respect to all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant Improvements, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Project, the structure or exterior appearance of the Project, or any other tenant's use of such other tenant's leased premises in the Project, (iv) Tenant has completed all of the Tenant Improvements in substantial conformity with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions of this Exhibit B, and (v) Tenant has delivered to Landlord the following: (a) a copy of a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or local equivalent) for the entire Premises issued by the appropriate governmental authority, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed in substantial conformity with the Approved Working Drawings, and (d) copies of all applicable permits evidencing final approval and sign of the Tenant Improvements by the municipal building inspector(s). Further, within thirty (30) days following the conclusion of construction, but not as a condition to the payment portions of the Tenant Improvement Allowance, (1) Tenant shall cause Work for which payment has been received from the Contractor and all other Tenant Agents furnishing labor or materials with respect to the Tenant Improvement work and upon Landlord’s request based upon reasonable cause, from individual laborers, in a form reasonably satisfactory to Landlord; (vii) receipt by Landlord and Landlord’s approval of a complete set of the “As Built” drawings for the Premises, including electrical, mechanical, fire sprinklers, fire/life-safety and other applicable subcontractors as required by the provisions of Section 4.3 below; (viii) receipt by Landlord of all O&M Information (as defined below); (ix) Tenant’s compliance with Landlord’s reasonable standard closeout and completion requirements; and (x) receipt by Landlord of all other information reasonably requested by Landlord. Landlord shall pay Landlord’s Final Retention with a check issued by Landlord in an amount equal to the lesser of (A) to update the Approved Working Drawings as necessary to reflect all changes made to amount requested in the Approved Working Drawings during the course of constructionFinal Payment Application, or (B) to deliver to Landlord two (2) sets the amount of such as-built drawings (in .PDF form), and (C) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) any then remaining Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, equipment, and systems in the PremisesImprovement Allowance.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to the Contractor (or jointly to Tenant if Tenant provides Landlord proof of Tenant's payment to the and Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty (30) days following the later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment substantial completion of construction of the Tenant Improvement AllowanceImprovements, provided that (i) Tenant delivers to Landlord final, unconditional properly executed mechanic's lien waivers, releases in accordance compliance with applicable laws (including, without limitation, the appropriate provisions of both California Civil Code Sections 8132-8138), Section 8134 and either Section 8136 or Section 8138 from all of Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant ImprovementsAgents, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety life­safety or other systems of the Project6350 Building, the curtain wall of the 6350 Building, the structure or exterior appearance of the Project6350 Building, or any other tenant's use (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of such other tenant's leased premises the Improvements in the ProjectPremises has been substantially completed, (iv) Tenant has completed all records a valid Notice of the Tenant Improvements Completion in substantial conformity accordance with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions requirements of Section 4.3 of this Exhibit BWork Letter, and (v) Tenant has delivered delivers to Landlord and specifications determined by Landlord, and shall be subject to Landlord's approval; provided, however, Landlord shall only disapprove any such Construction Drawing to the following: (a) extent of a "Design Problem," as that term is defined below. Landlord expressed no objection to its former tenant's delivery of a copy of a final certain "as­built" drawings of the 6350 Building to Tenant. Landlord makes no representation as to the accuracy of any "as built" drawings pertaining to the 6350 Building. Landlord's review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or permanent (i.e. obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not temporary be responsible for any omissions or conditional) certificate of occupancy (or local equivalent) for errors contained in the entire Premises issued by the appropriate governmental authority, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed in substantial conformity with the Approved Working Construction Drawings, and Tenant's waiver and indemnity set forth in this Lease shall specifically apply to the Construction Drawings. A "Design Problem" is defined as, and shall be deemed to exist if there could be (di) copies of all applicable permits evidencing final approval and sign an effect on the exterior appearance of the Tenant Improvements by 6350 Building, (ii) a material, adverse affect on the municipal building inspector(sBase Building portions of the Premises or 6350 Building (including without limitation the Building Structure located in the 6350 Building), (iii) a material adverse affect on the Building Systems located in the 6350 Building or the operation and maintenance thereof, or (iv) any failure to comply with Applicable Laws (other than pre-existing failures to so comply to the extent the same are Landlord's obligations pursuant to the express terms and conditions of the Second Amendment). Further, within thirty (30) days following the conclusion of construction, but not as a condition Notwithstanding anything to the payment of the Tenant Improvement Allowancecontrary contained herein, (1) Tenant shall cause the Contractor (A) Landlord acknowledges that Tenant’s security systems are fundamental to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to deliver to Landlord two (2) sets of such as-built drawings (in .PDF form), and (C) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, equipment, and systems its business operations in the Premises, and Landlord shall reasonably cooperate with Tenant, at no material extra cost to Landlord, to permit such security systems to be installed in the Premises in accordance with Tenant’s reasonable security requirements.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to the Contractor (or jointly to Tenant if Tenant provides Landlord proof of Tenant's payment to the and Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty (30) days following the later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment substantial completion of construction of the Tenant Improvement AllowanceImprovements, provided that (i) Tenant delivers to Landlord final, unconditional properly executed mechanic's lien waivers, releases in accordance compliance with applicable laws (including, without limitation, the appropriate provisions of both California Civil Code Sections 8132-8138), Section 8134 and either Section 8136 or Section 8138 from all of Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant ImprovementsAgents, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Project6350 Building, the curtain wall of the 6350 Building, the structure or exterior appearance of the Project6350 Building, or any other tenant's use (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of such other tenant's leased premises the Improvements in the ProjectPremises has been substantially completed, (iv) Tenant has completed all records a valid Notice of the Tenant Improvements Completion in substantial conformity accordance with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions requirements of Section 4.3 of this Exhibit BWork Letter, and (v) Tenant has delivered delivers to Landlord 712812.03/WLA 214064-00120/9-26-13/gjn/gjn -3- 0000 XXXXXXXX XXXXX, XXX XXXXX [Second Amendment/Substitute Premises Amendment] [Entropic Communications, Inc.] a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the following: associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and (avi) a copy of a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or local its equivalent) has been issued for the entire Premises issued by Premises. Upon substantial completion of the appropriate governmental authorityImprovements, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed and in substantial conformity conjunction with the Approved Working DrawingsFinal Retention and disbursement thereof, and (d) copies of all applicable permits evidencing as set forth in this Section 2.2.2.2, above, Tenant shall perform a final approval and sign costs analysis to determine the actual "Final Costs" of the Improvements so constructed. Thereafter, Tenant Improvements by shall submit such analysis to Landlord for Landlord's verification and approval. In the municipal building inspector(s). Further, within thirty event it is determined that there remains any unpaid portion of the Improvement Allowance (30) days following the conclusion of construction, but not as a condition in addition to the payment 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 Improvement Allowance, (1) Tenant shall cause the Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made but only to the Approved Working Drawings during the course of construction, (B) to deliver to Landlord two (2) sets of such as-built drawings (in .PDF formextent otherwise reimbursable hereunder for Improvement Allowance Items), and (C) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, equipment, and systems in the Premises.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention for such applicable New Tenant Improvements for such applicable Full TI Floor or Remaining Floor (as the case may be) payable jointly to the Tenant and Contractor (or if Tenant so requests, payable solely to Tenant if for those amounts for which Tenant provides Landlord proof of Tenant's payment to has already directly paid the Contractor and for which Tenant has delivered to Landlord paid receipts evidencing such payment and unconditional and final unconditional mechanic's lien waivers from the Contractor releases for all of the Tenant Improvements completedsuch amounts) shall be delivered by Landlord to Tenant within thirty (30) days following the later of: (I) the date Tenant has completed the completion of construction of such New Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment of the Tenant Improvement Allowance, provided that (i) Tenant delivers to Landlord final, unconditional lien waivers, in accordance with applicable laws (including, without limitation, has paid the appropriate provisions of California Civil Code Sections 8132-8138), from Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant Improvements, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems entire costs of the Projectdesign, the structure permitting and construction of such applicable New Tenant Improvements with respect to such applicable Ful1 TI Floor or exterior appearance Remaining Floor in excess of the Project, applicable Tenant Improvement Allowance which Tenant may allocate to such particular Full TI Floor or any other tenant's use of such other tenant's leased premises in Remaining Floor pursuant to the Project, (iv) Tenant has completed all of the Tenant Improvements in substantial conformity with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and foregoing provisions of this Exhibit B, and Tenant Work Letter (v) Tenant has delivered to Landlord the following: (a) a copy of a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or local equivalent) for the entire Premises issued by the appropriate governmental authority, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed in substantial conformity with the Approved Working Drawings, and (d) copies of all applicable permits evidencing final approval and sign of the Tenant Improvements by the municipal building inspector(s). Further, within thirty (30) days following the conclusion of construction, but not as a condition to the payment of the Tenant "Improvement Allowance, (1) Tenant shall cause the Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to deliver to Landlord two (2) sets of such as-built drawings (in .PDF formExcess"), and (Cii) to deliver Tenant delivers to Landlord written request for payment of such Final Retention together with properly executed mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) with respect to all of such New Tenant Improvements for such applicable Full TI Floor or Remaining Floor and the costs thereof (including any such Improvement Excess). Tenant covenants to timely pay the Improvement Excess, if any, after Landlord's 804296.08/LAH4321-047/10-7/08/nng/law EXHIBIT X-0- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] disbursement of the applicable Tenant Improvement Allowance (excluding the Final Retention) and prior to Landlord's disbursement of the Final Retention. If Landlord has reasonably determined that a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver Design Problem exists with respect to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the such New Tenant Improvements, equipmentTenant shall promptly correct such Design Problem, and systems in but Landlord may not withhold payment of the PremisesFinal Retention for the applicable New Tenant Improvements as a result of such Design Problem.

Final Retention. Subject to the provisions of this Tenant Work LetterLetter Agreement, a check for the Final Retention payable to the Contractor (or jointly to Tenant if Tenant provides Landlord proof of Tenant's payment to the and Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty twenty (3020) days following the later of: notice to Landlord of (I1) the date Tenant has completed completion of construction of the Tenant Improvements, (II) the Commencement DatePremises, and (III2) the date Landlord receives written notice from Tenant requesting payment Tenant’s delivery of the Tenant Improvement Allowancea satisfactory request for payment, provided that in connection with such request (i) Tenant delivers to Landlord final, unconditional properly executed mechanic’s lien waivers, releases in accordance compliance with applicable laws (including, without limitation, the appropriate provisions of both California Civil Code Sections 8132-8138Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), from Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant Improvements, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the ProjectBuilding, the curtain wall of the Building, the structure or exterior appearance of the ProjectBuilding, or any other tenant's ’s use of such other tenant's ’s leased premises in the Project, (iv) Tenant has completed all of the Tenant Improvements in substantial conformity with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions of this Exhibit BBuilding, and (viii) Tenant has delivered Architect delivers to Landlord the following: (a) a copy of certificate, in a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or local equivalent) for the entire Premises issued by the appropriate governmental authority, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractorform reasonably acceptable to Landlord, certifying that the Tenant Improvements have been completed in substantial conformity with the Approved Working Drawings, and (d) copies of all applicable permits evidencing final approval and sign construction of the Tenant Improvements by in the municipal building inspector(s)Premises has been substantially completed. Further, within thirty (30) days following the conclusion of construction, but not as a condition Notwithstanding any provision to the payment of contrary contained in this Lease, to the Tenant Improvement Allowance, (1) Tenant shall cause the Contractor extent (A) to update Landlord does not timely disburse the Approved Working Drawings as necessary to reflect all changes made Final Retention pursuant to the Approved Working Drawings during the course terms of constructionthis Section 2.2.2.2, (B) to deliver to Landlord two (2) sets of such as-built drawings (in .PDF form)has received an additional written notice from Tenant stating that the Final Retention was not timely disbursed, and (C) Landlord fails to deliver cure such non-payment of the Final Retention within five (5) business days following its receipt of such additional notice, then the Coordination Fee to Landlord a computer disk containing be calculated on such Final Retention shall be reduced by fifty percent (50%). The foregoing reduction in the Approved Working Drawings Coordination Fee shall be in AutoCAD format and (2) addition to any remedy Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating may have pursuant to the Tenant Improvements, equipment, and systems in terms of Section 19.6 of the PremisesLease or otherwise for Landlord’s failure to timely disburse any the Final Retention.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to the Contractor (or jointly to Tenant if Tenant provides Landlord proof of Tenant's payment to the and Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty (30) days following the later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment substantial completion of construction of the Tenant Improvement AllowanceImprovements, provided that (i) Tenant delivers to Landlord final, unconditional properly executed mechanic's lien waivers, releases in accordance compliance with applicable laws (including, without limitation, the appropriate provisions of both California Civil Code Sections 8132-8138), Section 8134 and either Section 8136 or Section 8138 from all of Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant ImprovementsAgents, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Project6260 Building, the curtain wall of the 6260 Building, the structure or exterior appearance of the Project6260 Building, or any other tenant's use (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of such other tenant's leased premises the Improvements in the ProjectPremises has been substantially completed, (iv) Tenant has completed all records a valid Notice of the Tenant Improvements Completion in substantial conformity accordance with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions requirements of Section 4.3 of this Exhibit BWork Letter, and (v) Tenant has delivered delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the following: associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report), and (avi) a copy of a final or permanent (i.e. not temporary or conditional) certificate of occupancy (or local its equivalent) has been issued for the entire Premises issued by Premises. Upon substantial completion of the appropriate governmental authorityImprovements, (b) a certificate of completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed and in substantial conformity conjunction with the Approved Working DrawingsFinal Retention and disbursement thereof, and (d) copies of all applicable permits evidencing as set forth in this Section 2.2.2.2, above, Tenant shall perform a final approval and sign costs analysis to determine the actual "Final Costs" of the Improvements so constructed. Thereafter, Tenant Improvements by shall submit such analysis to Landlord for Landlord's verification and approval. In the municipal building inspector(s). Further, within thirty event it is determined that there remains any unpaid portion of the Improvement Allowance (30) days following the conclusion of construction, but not as a condition in addition to the payment 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 Improvement Allowance, (1) Tenant shall cause the Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made but only to the Approved Working Drawings during the course of construction, (B) to deliver to Landlord two (2) sets of such as-built drawings (in .PDF formextent otherwise reimbursable hereunder for Improvement Allowance Items), and (C) to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and (2) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, equipment, and systems in the Premises.