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, 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, 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 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 a good and workmanlike manner in full compliance with the terms and conditions of this Tenant Work Letter, 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 performing or providing services or materials in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant’s contractorapplicable Utah law; provided, subcontractors and material suppliers and in the event any other party which has lien rights in connection with Missing Lien Releases exist as of such date, Landlord will pay the construction Final Retention less an amount equal to two hundred percent (200%) of the Improvementsamount claimed in relation to such Missing Lien Releases, (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 BuildingProperty, the curtain wall of the Building, or the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises Property and that the Tenant Improvements have otherwise been constructed in substantial compliance with the BuildingApproved Working Drawings (defined below), (iii) Architect delivers to Landlord final inspection by the governmental authority having jurisdiction shall have been completed and a “Certificate certificate of Substantial Completion”occupancy (if required) shall have been obtained, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, and (iv) Tenant’s fulfillment of the “Tenant’s Completion Requirements,” as that term is defined in Section 4.3 of this 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 PremisesWork Letter.

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 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 Tenant 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 Tenant 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.

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 EXHIBIT B 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 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 provided the following conditions have been satisfied: (30i) days following the completion of construction of the ImprovementsTenant Work has been completed, provided that (i) Tenant delivers ii)Tenant has delivered 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 3262(d)(4) from Tenant’s contractor, subcontractors and material suppliers and 's Agents or any other party which has lien rights in connection with the construction of the Improvementsperson or entity entitled to file a mechanic's lien, (iiiii) 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, (iiiiv) Architect Tenant has delivered to Landlord a certificate of occupancy for the Premises, (v) Tenant has not done and has not permitted anything to be done that would affect the coverage of any performance or labor and material payment bonds required pursuant to Section 4(b) above, (vi) the information and documentation set forth on SCHEDULE 4 attached hereto, (vii) Tenant delivers to Landlord a “Certificate of Substantial Completion”certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements Tenant Work in the Premises has been substantially completed, and (ivviii) Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (has complied with all of the other terms of the Work Letter, including, as-built drawingswithout limitation, 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 7(b); 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 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 EXHIBIT B 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 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 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 BuildingBuildings, the curtain wall of the BuildingBuildings, the structure or exterior appearance of the BuildingBuildings, or any other tenant’s use of such other tenant’s leased premises in the BuildingBuildings, (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 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 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 PremisesExpansion Space, (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 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, or 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 Tenant Improvements in the Premises Expansion Space 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 PremisesExpansion Space.

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 '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, 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 Tenant Work Letter, a check for the Final Retention payable jointly to the Contractor (or to Tenant if Tenant provides Landlord proof of Tenant's payment to the Contractor and Contractor, or directly to final unconditional lien waivers from the Contractor at Landlord’s sole discretion, for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment of the ImprovementsTenant Improvement Allowance, provided that (i) Tenant delivers to Landlord final, unconditional lien waivers, in accordance with applicable laws (a) paid invoices for all Improvements and related costs for which including, without limitation, 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 appropriate provisions of California Civil Code Section 8134 and either Section 8136 or Section 8138 Sections 8132-8138), from Tenant’s contractor's general contractor and all subcontractors, subcontractors materialmen and material suppliers and any other party which has lien rights that have performed work or supplied materials in connection with the construction of 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 Building, the curtain wall of the BuildingProject, the structure or exterior appearance of the BuildingProject, 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 completedProject, (iv) Tenant delivers to Landlord a “close-out package” has completed all of the Tenant Improvements in both paper substantial conformity with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and electronic forms (includingthe terms and provisions of this Exhibit B, 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) 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 occupancycompletion 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 temporary certificate condition to the payment of occupancy or its equivalent is issued 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 for 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 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 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 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 contractor'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, 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 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 ImprovementsExpansion Space, 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 and fully 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 contractor3262(d)(4), 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, which determination shall be made promptly after the completion of construction, (iii) Architect delivers Tenant has delivered to Landlord a “Certificate certificate of Substantial Completion”, in a form reasonably acceptable occupancy or permit cards signed off by the City with respect to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, Expansion Space; (iv) Tenant delivers has delivered to Landlord a “close-out package” in both paper and electronic forms (including, the Office of the Building as-built drawings, plans and final record CADD files City-permitted plans for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report)Tenant Improvements; and (v) a certificate Tenant has delivered to the Office of occupancythe Building operation manuals and warranties for equipment included within the Tenant Improvements, a temporary certificate if applicable, and (vi) Tenant has delivered to Landlord each of occupancy or its equivalent is issued the general disbursement items referenced in Section 2.2.2.3 below. The check for the Final Retention shall be delivered by Landlord to Tenant for within thirty (30) days of the Premisessatisfaction of the foregoing conditions.

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 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 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 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 dispersed, (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 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 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 EXHIBIT B Confidential Treatment Requested by Oportun Financial Corporation Pursuant to 17 C.F.R. Section 200.83 acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed, (iviii) 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 (viv) 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 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 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 LetterLetter Agreement, 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 twenty (3020) days following notice to Landlord of (1) the completion of construction of the ImprovementsPremises, and (2) Tenant’s delivery of a satisfactory request for payment, provided that in connection with such request (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 from Tenant’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements3262(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, and (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. Notwithstanding any provision to the contrary contained in this Lease, to the extent (A) Landlord does not timely disburse the Final Retention pursuant to the terms of this Section 2.2.2.2, (ivB) Landlord has received an additional written notice from Tenant delivers to Landlord a “close-out package” in both paper and electronic forms (including, as-built drawingsstating that the Final Retention was not timely disbursed, and final record CADD files (C) Landlord fails to 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 be calculated on such Final Retention shall be reduced by fifty percent (50%). The foregoing reduction in the Coordination Fee shall be in addition to any remedy Tenant may have pursuant to the terms of Section 19.6 of the Lease or otherwise for Landlord’s failure to timely disburse any 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 PremisesFinal Retention.

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, and , (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 verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this 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.