Common use of Payment for TI Costs Clause in Contracts

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for TI Costs once a month against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s standard form attached hereto as Schedule 1, containing evidence of incurrence of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request); (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Models) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything to the contrary contained herein, Tenant shall at all times have not less than a 10% retainage with respect its general contractor for the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being sought.

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for on a pro rata basis a percentage of the TI Costs (equal to the percentage that the TI Allowance bears to the total Budget, as the same may be amended from time to time, up to the amount of the TI Allowance actually incurred by Tenant, not more frequently than once a month month, against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s standard form attached hereto as Schedule 1form, containing evidence of incurrence payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the construction of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work of the Tenant Improvements, and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Second Expansion Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything to the contrary contained herein, such Tenant shall at all times have not less than a 10% retainage with respect its general contractor for the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being soughtImprovements.

Payment for TI Costs. During Upon Tenant’s written request to Landlord, one-half (1/2) of the TI Allowance shall be disbursed by Landlord to Tenant as reimbursement for the costs incurred by Tenant during the course of design and construction of the Tenant Improvements at the point where the TI Contractor certifies to Landlord’s reasonable satisfaction that the Tenant Improvements are at least 50% complete. Upon Tenant’s written request to Landlord, the remaining one-half (1/2) of the TI Allowance shall be disbursed by Landlord to Tenant as reimbursement for the costs incurred by Tenant for the design and construction of the Tenant Improvements upon completion of (and payment by Tenant in full for) the Tenant Improvements. Tenant shall, upon request from Landlord, provide monthly financial accounting reports (in form reasonably acceptable to Landlord) documenting work completed, costs relative to Budget and payments made by Tenant with respect to the Tenant Improvements. Prior to making any disbursements from the TI Allowance, Landlord shall reimburse Tenant for TI Costs once may require draw requests in a month against a draw request customary form reasonably approved in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 advance by Landlord’s standard form attached hereto as Schedule 1, containing evidence of incurrence of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw requestmay reasonably require. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of all governmental permits and approvals required for the occupancy for the PremisesFixed Expansion Premises to the extent they are related to the completion of the Tenant Improvements; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything to Fixed Expansion Premises that Tenant received from the contrary contained herein, Tenant shall at all times have not less than a 10% retainage TI Contractor in connection with respect its general contractor for the construction of the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being soughtImprovements.

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for on a pro rata basis a percentage of the TI Costs (equal to the percentage that the TI Allowance bears to the total Budget (and with respect to any Tenant Improvements constructed in the Lock-In Space prior to the EP Early Termination Date, the percentage that the Lock-In Space TI Allowance bears to the applicable Budget), as the same may be amended from time to time, up to the amount of the TI Allowance actually incurred by Tenant, not more frequently than once a month month, against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s standard form attached hereto as Schedule 1form, containing evidence of incurrence payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the last phase of construction of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work of the Tenant Improvements, and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Remaining Expansion Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything to the contrary contained herein, such Tenant shall at all times have not less than a 10% retainage with respect its general contractor for the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being soughtImprovements.

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, subject to the terms of Section 5(d), Landlord shall reimburse Tenant for TI Costs once a month against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s standard form attached hereto as Schedule 1form, containing evidence of incurrence payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI AllowanceFund), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding If, following the Substantial Completion of the Tenant Improvements and the payment of all TI Costs by Tenant, the actual Outside Hours Costs incurred by Tenant for Outside Hours Tenant Improvements is less than the amount of Outside Hours Cost Estimate (as may be adjusted pursuant to Section 5(d)) then, notwithstanding anything to the contrary contained hereinin this Work Letter, Tenant Landlord shall at all times have not less than a 10% retainage with respect its general contractor for be required to fund any remaining portion of Outside Hours Cost Estimate amount in excess of such actual Outside Hours Costs incurred. If, following the Substantial Completion of the Tenant Improvements and as a condition to the payment of any draw requests all TI Costs by Tenant, the actual Outside Hours Costs incurred by Tenant for Outside Hours Tenant Improvements is more than the amount of the unapplied amount of the Outside Hours Cost Estimate (as may be adjusted pursuant to Section 5(d)) then Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being soughtreimburse Tenant for such additional Outside Hours Costs within 30 days after such determination.

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for TI Costs once a month against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s 's standard form attached hereto as Schedule 1form, containing evidence of incurrence payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s 's progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s 's approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance)Improvements, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything to the contrary contained herein, Tenant shall at all times have not less than a 10% retainage with respect its general contractor be responsible for the cost of the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm the extent that the percentage cost of work completed is consistent with the percentage Tenant Improvements exceed the Tenant Improvement Allowance and any portion of payment then being sought.the Additional Tenant Improvement Allowance elected to be used by Tenant

Payment for TI Costs. During Upon Tenant’s written request to Landlord, one-half (1/2) of the TI Allowance shall be disbursed by Landlord to Tenant as reimbursement for the costs incurred by Tenant during the course of design and construction of the Tenant Improvements at the point where the TI Contractor certifies to Landlord’s reasonable satisfaction that the Tenant Improvements are at least 50% complete. Upon Tenant’s written request to Landlord, the remaining one-half (1/2) of the TI Allowance shall be disbursed by Landlord to Tenant as reimbursement for the costs incurred by Tenant for the design and construction of the Tenant Improvements upon completion of (and payment by Tenant in full for) the Tenant Improvements. Tenant shall, upon request from Landlord, provide monthly financial accounting reports (in form reasonably acceptable to Landlord) documenting work completed, costs relative to Budget and payments made by Tenant with respect to the Tenant Improvements. Prior to making any disbursements from the TI Allowance, Landlord shall reimburse Tenant for TI Costs once may require draw requests in a month against a draw request customary form reasonably approved in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 advance by Landlord’s standard form attached hereto as Schedule 1, containing evidence of incurrence of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw requestmay reasonably require. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of all governmental permits and approvals required for the occupancy for the PremisesPremises to the extent they are related to the completion of the Tenant Improvements as opposed to the Landlord’s Work; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything to Premises that Tenant received from the contrary contained herein, Tenant shall at all times have not less than a 10% retainage TI Contractor in connection with respect its general contractor for the construction of the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being soughtImprovements.

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for TI Costs not more than once a month against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s 's standard form attached hereto as Schedule 1form, containing evidence of incurrence payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s 's progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s 's approval thereof for payment, no later than 30 days following receipt of such draw requestrequest and applicable materials. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy (either temporary or permanent) for the PremisesPremises (if required by the City of Cambridge); (v) evidence of payment of all TI Costs by Tenant in accordance with the Budget; and (vvi) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything with respect to the contrary contained herein, Tenant Improvements. Tenant shall at all times have not less submit a draw request no more frequently than once a 10% retainage with respect its general contractor for the Tenant Improvements calendar month, and as a condition to payment of any no draw requests Landlord shall be entitled processed unless prior to confirm that the percentage first draw request Tenant shall have delivered to Landlord a copy of work completed is consistent with the percentage of payment then being soughtTI Permit.

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for on a pro rata basis a percentage of the TI Costs (equal to the percentage that the TI Allowance bears to the total Budget, as the same may be amended from time to time, up to the amount of the TI Allowance actually incurred by Tenant, not more frequently than once a month month, against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s 's standard form attached hereto as Schedule 1form, containing evidence of incurrence payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s 's progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s 's approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the construction of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work of the Tenant Improvements, and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Third Expansion Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything to the contrary contained herein, such Tenant shall at all times have not less than a 10% retainage with respect its general contractor for the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being soughtImprovements.

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for pay TI Costs once a month against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s standard form attached hereto as Schedule 1and reasonable form, containing evidence accompanied by the TI General Contractor’s sworn statement, the TI Architect’s certification of incurrence of such TI Costs by Tenant partial completion, and such certifications, lien waivers (including a comprising conditional partial or final lien release releases for each progress payment and unconditional partial or final lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request, provided that if at any time a draw request is made and prior to Landlord’s payment thereunder, Tenant is then in default of its obligations under the Lease or this Work Letter of which default Tenant has been given notice, Landlord’s payment obligation shall be suspended until such time as Tenant timely cures such default (and if Tenant fails to timely cure such default, the provisions of Section 4(b) of the Lease shall continue to apply). Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) the TI General Contractor’s sworn statements statement 21001083-v13 0000 Xxxxxxx Xxxxxx Xxxxx—REGENXBIO INC.—Page 82 setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a the TI Architect’s certification of substantial completion in Form AIA G704, (iv) a temporary or final certificate of occupancy for the Premises; and (v) copies of all operation and maintenance manuals and warranties affecting for all equipment installed in the Premises. Notwithstanding anything to the contrary contained herein, Tenant shall at all times have not less than a 10% retainage Premises as part of or in conjunction with respect its general contractor for the Tenant Improvements and Improvements, which may be in electronic form (such as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being soughtPDF).

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for on a pro rata basis a percentage of the TI Costs (equal to the percentage that the TI Allowance bears to the total Budget, as the same may be amended from time to time) up to the amount of the TI Allowance actually incurred by Tenant once a month against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s standard form attached hereto as Schedule 1form, containing evidence of incurrence payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Expansion Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Expansion Premises. Notwithstanding anything to the contrary contained herein, Tenant shall at all times have not less than a 10% retainage with respect its general contractor for the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being sought.

Payment for TI Costs. During the course of design and construction of the Expansion Premises Tenant Improvements, following the payment by Tenant of any Excess Costs pursuant to Section 5(d) above, Landlord shall reimburse Tenant for pay TI Costs directly to the general contractor (unless otherwise directed by Tenant to other contractors) performing Tenant’s Work once a month against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s standard form attached hereto as Schedule 1form, containing evidence of incurrence of such accompanied by the following documents (i) invoices reflecting the TI Costs incurred by Tenant Tenant, (ii) certifications from Tenant’s architect or construction manager that the portion of Tenant’s Work reflected in the invoices has been completed, and such certifications, (iii) lien waivers from the general contractor (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, which TI Costs shall be paid by Landlord no later than 30 days following receipt of such draw requestrequest and required documentation. Upon completion of the Expansion Premises Tenant Improvements (and prior to any final disbursement of the final 10% of the Expansion Premises TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements certificates from Tenant’s construction manager setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Expansion Premises Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Expansion Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything to the contrary contained herein, Tenant shall at all times have not less than a 10% retainage with respect its general contractor for the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being soughtTenant’s Work.

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, subject to the terms of Section 5(d), Landlord shall reimburse Tenant for TI Costs once a month against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s standard form attached hereto as Schedule 1form, containing evidence of incurrence payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI AllowanceFund), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the First Expansion Premises (and if Tenant leases the ROFO Premises pursuant to Section 13 of the First Amendment, the ROFO Premises); and (v) copies of all operation and maintenance manuals and warranties affecting the First Expansion Premises (and if Tenant leases the ROFO Premises pursuant to Section 13 of the First Amendment, the ROFO Premises. Notwithstanding anything to the contrary contained herein, Tenant shall at all times have not less than a 10% retainage with respect its general contractor for the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being sought).

Payment for TI Costs. During the course of design and construction of the Tenant Improvements, following the payment by Tenant of any Excess Costs pursuant to Section 5(d) above, Landlord shall reimburse Tenant for pay TI Costs directly to the general contractor (unless otherwise directed by Tenant to other contractors) performing Tenant’s Work once a month against a draw request in Work Letter – Tenant Build 259 E. Grand/Onyx - Page 6 Landlord’s standard form attached hereto as Schedule 1form, containing evidence of incurrence of such accompanied by the following documents (i) invoices reflecting the TI Costs incurred by Tenant Tenant, (ii) certifications from Tenant’s architect or construction manager that the portion of Tenant’s Work reflected in the invoices has been completed, and such certifications, (iii) lien waivers from the general contractor (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, which TI Costs shall be paid by Landlord no later than 30 days following receipt of such draw requestrequest and required documentation. Upon completion of the Tenant Improvements (and prior to any disbursement of the final disbursement 10% of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements certificates from Tenant’s construction manager setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors (except only conditional waivers for the work covered by the final draw request)subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format and, if prepared, copies of any 3D Building Information Modelsformat) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises. Notwithstanding anything to the contrary contained herein, Tenant shall at all times have not less than a 10% retainage with respect its general contractor for the Tenant Improvements and as a condition to payment of any draw requests Landlord shall be entitled to confirm that the percentage of work completed is consistent with the percentage of payment then being soughtTenant’s Work.