Common use of Completion of Construction Clause in Contracts

Completion of Construction. The “Leasehold Improvements Completion Date” shall mean the date upon which the Leasehold Improvements are substantially complete in accordance with the Construction Drawings. The phrase “substantially complete” shall mean that all construction debris has been removed from the Leased Premises and the Leased Premises are reasonably clean, the Leasehold Improvements have been completed in substantial accordance with the Construction Drawings therefor, except for the completion of Punch List Items (hereinafter defined), and Landlord shall have obtained and delivered to Tenant a temporary certificate of occupancy for the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice of the date on which Landlord expects the Leased Premises to be substantially complete and ready for occupancy. If the Leased Premises are not ready for occupancy by the Estimated Leased Premises Delivery Date for any reason, Landlord shall not be liable or responsible for any claims, damages or liabilities in connection therewith or by reason thereof. The term “Punch List Items” shall mean details of construction, decoration and mechanical adjustment which, in the aggregate, are relatively minor in character and do not materially interfere with the use or enjoyment of the Leased Premises for the uses permitted in Section 3 of this Lease Agreement. The Punch List Items shall be set forth in a list prepared during a walkthrough inspection of the Leased Premises, such inspection to be performed by Tenant’s and Landlord’s representatives within ten (10) days after Landlord shall advise Tenant that substantial completion of the Leasehold Improvements in the Leased Premises has occurred or is imminent. Landlord shall use its commercially reasonable efforts to cause the Punch List Items to be substantially completed within thirty (30) days after said walkthrough inspection and Landlord and Tenant’s agreement on the Punch List Items. Additionally, Landlord shall use its commercially reasonable efforts to obtain and deliver to Tenant a final (permanent) certificate of occupancy for the Leased Premises within ninety (90) after substantial completion.

Completion of Construction. The “Leasehold Improvements Completion Date” shall mean the date upon which the Leasehold If any Improvements are under construction or not completed, Mortgagee shall have the right, upon the happening of any such Default, to enter into possession of the Mortgaged Property and perform any and all work and labor necessary to complete the Improvements substantially complete in accordance with the Construction Drawings. The phrase “substantially complete” shall mean that all construction debris has been removed from plans and specifications therefor and employ watchmen to protect the Leased Premises Mortgaged Property and the Leased Premises are reasonably clean, the Leasehold Improvements Improvements; all sums expended by Mortgagee for such purposes shall be deemed to have been completed paid to Mortgagor and secured by this Mortgage. For this purpose, Mortgagor hereby constitutes and appoints Mortgagee its true and lawful attorney-in-fact with full power of substitution to complete the Improvements in substantial accordance the name of Mortgagor, and hereby empowers said attorney or attorneys as follows: to use any funds of Mortgagor including any balance which may be held in escrow and any funds which may remain unadvanced hereunder for the purpose of completing the Improvements in the manner called for by the plans and specifications; to make such additions and changes and corrections in the plans and specifications which shall be necessary or desirable to complete the Improvements as Mortgagee deems necessary in its sole judgment and in substantially the manner contemplated by the plans and specifications; to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for said purposes; to enforce or otherwise without limitation deal with any bonding or insurance company under any policy required hereunder as Mortgagor might do in its own behalf; to pay, settle or compromise all existing bills and claims which are or may be liens against the Mortgaged Property, or which may be necessary or desirable for the timely completion of the Improvements or the removal of liens and encumbrances; to execute all applications and certificates in the name of Mortgagor which may be required by any construction contract respecting the Improvements; to do any and every act with respect to the construction of the Improvements which Mortgagor may do in its own behalf; and to prosecute and defend all actions or proceedings in connection with the Construction Drawings therefor, except for Improvements on the completion Mortgaged Property and to take such action and require such performance as Mortgagee deems necessary. This power of Punch List Items (hereinafter defined), attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have power to prosecute and Landlord shall have obtained and delivered to Tenant a temporary certificate of occupancy for defend all actions or proceedings in connection with the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice construction of the date Improvements on which Landlord expects the Leased Premises Property and to be substantially complete take such action and ready for occupancyrequire such performance as is deemed necessary. If the Leased Premises are not ready for occupancy by the Estimated Leased Premises Delivery Date for any reason, Landlord Mortgagee shall not be liable or responsible for any claimsloss sustained by Mortgagor resulting from Mortgagee’s failure to enforce the power of attorney granted herein or from any other act or omission of Mortgagee in managing the Property. Nor shall Mortgagee be obligated to perform or discharge nor does Mortgagee hereby undertake to perform or discharge any obligation, damages duty or liabilities liability with respect to the construction or completion of the Improvements and Mortgagor shall indemnify Mortgagee for, and hold Mortgagee harmless from, any and all liability, loss or damage which may or might be incurred in connection therewith the exercise or failure to exercise any of the rights granted to Mortgagee under this Section or by reason of the assignment to Mortgagee of the construction contract, architectural agreements, plans and specifications and other Contract Rights with respect to the Property. Should Mortgagee incur any such liability or in defense of any claims or demands relating thereto, the amount thereof, including costs, expenses and reasonable attorneys’ fees, shall be secured hereby and Mortgagor shall reimburse Mortgagee therefor immediately upon demand. The term “Punch List Items” It is further understood that this Section shall mean details not operate to place responsibility upon Mortgagee for the control, care, management or repair of constructionthe Property or for the carrying out the construction of the Improvements; nor shall it operate to make Mortgagee responsible or liable for any waste committed on the Property by the contractor or any other parties, decoration and mechanical adjustment whichor for any dangerous or defective condition of the Property, or for any negligence in the aggregatemanagement, are relatively minor in character and do not materially interfere with the use upkeep, repair or enjoyment control of the Leased Premises for the uses permitted Property resulting in Section 3 of this Lease Agreement. The Punch List Items shall be set forth in a list prepared during a walkthrough inspection of the Leased Premisesloss or injury or death to any contractor, such inspection to be performed by Tenant’s and Landlord’s representatives within ten (10) days after Landlord shall advise Tenant that substantial completion of the Leasehold Improvements in the Leased Premises has occurred subcontractor, licensee, invitee, employee, agent or is imminent. Landlord shall use its commercially reasonable efforts to cause the Punch List Items to be substantially completed within thirty (30) days after said walkthrough inspection and Landlord and Tenant’s agreement on the Punch List Items. Additionally, Landlord shall use its commercially reasonable efforts to obtain and deliver to Tenant a final (permanent) certificate of occupancy for the Leased Premises within ninety (90) after substantial completionstranger.

Completion of Construction. The To pursue with diligence the construction of the Project, the achievement of Core and Shell Completion, the achievement of “Leasehold Improvements Substantial Completion” (as defined in the Ground Lease) no later than the Fixed Substantial Completion Date” shall mean Date and the date upon which achievement of Final Completion with respect to the Leasehold Improvements are substantially complete Project in accordance with the Construction Drawings. The phrase “substantially complete” shall mean that this Agreement and all construction debris has been removed from the Leased Premises and the Leased Premises are reasonably cleanPublic Project Agreements, the Leasehold Improvements have been completed in substantial accordance with Material Contracts (to the Construction Drawings therefor, except for the completion of Punch List Items (hereinafter definedextent applicable), and Landlord shall have obtained in substantial compliance with the Plans and delivered to Tenant Specifications, in a temporary certificate good workmanlike manner and free of occupancy for defects, and in compliance with all restrictions, covenants and easements affecting the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice Mortgaged Property, all Legal Requirements, all Governmental Approvals, and all terms and conditions of the date on Project Loan Documents and to achieve “Substantial Completion” (as defined in the Ground Lease) by the Fixed Substantial Completion Date and Final Completion of the Project by the Maturity Date. Borrower shall pay all sums and perform all duties as may be necessary to complete such construction and activities, all of which Landlord expects shall be accomplished in a manner such that the Leased Premises Mortgaged Property remains free from any Liens, claims or assessments (actual or contingent) for any material, labor or other item furnished in connection therewith. Borrower shall deliver to Agent and Construction Consultant copies of all Governmental Approvals relating to such construction and development related activities as and when received by Borrower or any Member. Borrower shall not commit or permit waste of the Mortgaged Property. After Final Completion, Borrower (i) shall maintain or cause to be substantially complete maintained the Mortgaged Property in good working order and ready for occupancy. If shall comply with all Legal Requirements affecting the Leased Premises are not ready for occupancy by the Estimated Leased Premises Delivery Date for any reasonMortgaged Property, Landlord shall not be liable (ii) maintain or responsible for any claims, damages or liabilities in connection therewith or by reason thereof. The term “Punch List Items” shall mean details of construction, decoration and mechanical adjustment which, in the aggregate, are relatively minor in character and do not materially interfere with the use or enjoyment of the Leased Premises for the uses permitted in Section 3 of this Lease Agreement. The Punch List Items shall be set forth in a list prepared during a walkthrough inspection of the Leased Premises, such inspection cause to be performed by Tenant’s maintained the NYTC Office Unit and Landlord’s representatives within ten the FC Office Unit as “Class A” office space, and (10iii) days after Landlord shall advise Tenant that substantial completion of the Leasehold Improvements in the Leased Premises has occurred maintain or is imminent. Landlord shall use its commercially reasonable efforts to cause the Punch List Items to be substantially completed within thirty (30) days after said walkthrough inspection and Landlord and Tenant’s agreement on maintained the Punch List Items. Additionally, Landlord shall use its commercially reasonable efforts to obtain and deliver to Tenant a final (permanent) certificate of occupancy for the Leased Premises within ninety (90) after substantial completionFC Retail Unit as first-class retail space.

Completion of Construction. We will inform you and your conveyancer in writing when construction of the Unit has been completed. When we do so, we will send to your conveyancer a copy of the Cover Note. If there are any outstanding works after the issue of the Cover Note, including any works arising from a breach by us of the new home warranty, we will complete them as soon as we reasonably can either before or after legal completion so long as you allow us access to do this work at reasonable times between 9am and 5pm on normal working days. Legal completion The “Leasehold Improvements Completion Date” shall mean date of legal completion will be on the tenth working day after our conveyancer sends your conveyancer written confirmation that the Unit is completed together with a copy of the Cover Note. The ten working day period will include the day that the confirmation is sent by our conveyancer by fax or e-mail to your conveyancer. We will give you vacant possession of the Unit on the date upon which of legal completion subject where applicable to any letting that has been granted pursuant to the Leasehold Improvements Management Agreement entered into at the Buyer’s discretion under clause 21. If there are substantially still minor works outstanding to the Unit, legal completion cannot be delayed for this reason. You must pay the Balancing Payment due to us on the date of legal completion. You must also pay to us on completion the cost of any Extras or variations that you have asked us to supply to the Unit (and we at our discretion have agreed to supply) but, if we notify you earlier of such cost, you must pay within 14 days of us asking you to make payment. If you fail to complete on the date of legal completion, we will be entitled to serve on your conveyancer a legal notice known as a notice to complete in accordance with the Construction DrawingsStandard Conditions. In addition to the other consequences of the notice to complete, you must pay to our conveyancers their costs of £350 plus VAT incurred in connection with the notice to complete. New homes warranty We will provide your conveyancer with a pack enabling them to apply for a new home warranty cover for the Unit. The phrase “substantially complete” shall mean that all construction debris has been removed from Cover Note will bring into effect such cover. Where you have a right or remedy under the Leased Premises Cover Note and underlying insurance policy, your rights and remedies under the Leased Premises are reasonably clean, the Leasehold Improvements have been completed in substantial accordance with the Construction Drawings therefor, except for the completion of Punch List Items (hereinafter defined), Cover Note and Landlord shall have obtained and delivered to Tenant a temporary certificate of occupancy for the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice of the date on which Landlord expects the Leased Premises to be substantially complete and ready for occupancy. If the Leased Premises are not ready for occupancy by the Estimated Leased Premises Delivery Date for any reason, Landlord shall not be liable or responsible for any claims, damages or liabilities in connection therewith or by reason thereof. The term “Punch List Items” shall mean details of construction, decoration and mechanical adjustment which, in the aggregate, are relatively minor in character and do not materially interfere with the use or enjoyment of the Leased Premises for the uses permitted in Section 3 of this Lease Agreement. The Punch List Items underlying insurance policy shall be set forth in a list prepared during a walkthrough inspection instead of the Leased Premises, such inspection to be performed by Tenant’s and Landlord’s representatives within ten any other liability on our behalf under this contract (10) days after Landlord shall advise Tenant that substantial completion of the Leasehold Improvements in the Leased Premises has occurred whether express or is imminent. Landlord shall use its commercially reasonable efforts to cause the Punch List Items to be substantially completed within thirty (30) days after said walkthrough inspection and Landlord and Tenant’s agreement on the Punch List Items. Additionally, Landlord shall use its commercially reasonable efforts to obtain and deliver to Tenant a final (permanent) certificate of occupancy for the Leased Premises within ninety (90) after substantial completionimplied).

Completion of Construction. The “Leasehold Improvements Completion Date” shall mean Landlord will commence pursuing Landlord's Work as soon as reasonably possible following the date upon which mutual execution of the Leasehold Improvements are substantially complete in accordance letter of intent with the Construction Drawings. The phrase “substantially complete” shall mean that all construction debris has been removed from respect to the Leased Premises (the "Effective Date"). Landlord will use reasonable efforts to achieve substantial completion of Landlord's Work on or before nine months after the Effective Date (the "Target Date"), subject to Force Majeure Delays (defined below) and delays resulting from changes requested by Tenant or delays of Tenant (collectively, "Tenant Delays"). The commencement date (the "Commencement Date") will be that date that Landlord's Work in the Leased Premises are reasonably clean, the Leasehold Improvements have been completed in substantial accordance with the Construction Drawings therefor, except for the completion of Punch List Items (hereinafter defined), is substantially complete and Landlord shall have obtained and has delivered to Tenant a temporary certificate of occupancy for the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice of the date on which Landlord expects the Leased Premises to Tenant, which will be no sooner than seven months after the Effective Date. If Landlord is unable to complete Landlord's Work on or before the Target Date as a result of no delays caused by Tenant, then Landlord will make temporary premises available to Tenant in the Building or other buildings located on Landlord's property in the vicinity of the Building ("Landlord's Property") all as determined by Landlord from time to time, at a Base Annual Rental rate to Tenant of $12.00 per square foot comprising the temporary premises, as reasonably determined by Landlord. Landlord does not guaranty that such temporary premises will be in one location, one building or contiguous. To the extent that construction delays are caused by change orders requested by Tenant, Landlord reserves the right to terminate the use of the temporary premises. Landlord will use reasonable efforts to substantially complete and ready for occupancy. If the Leased Premises are not ready for occupancy by the Estimated Leased Premises Delivery Date for any reason, Landlord shall not be liable or responsible for any claims, damages or liabilities Landlord's Work in connection therewith or by reason thereof. The term “Punch List Items” shall mean details of construction, decoration and mechanical adjustment which, in the aggregate, are relatively minor in character and do not materially interfere with the use or enjoyment of the Leased Premises for the uses permitted in Section 3 of this Lease Agreement. The Punch List Items shall be set forth in a list prepared during a walkthrough inspection of the Leased Premises, such inspection to be performed by Tenant’s and Landlord’s representatives within ten (10) days after Landlord shall advise Tenant that substantial completion of the Leasehold Improvements in the Leased Premises has occurred or is imminent. Landlord shall use its commercially reasonable efforts to cause the Punch List Items to be substantially completed within thirty (30) days after said walkthrough inspection and Landlord and Tenant’s agreement on the Punch List Items. Additionally, Landlord shall use its commercially reasonable efforts to obtain and deliver subject to Tenant a final Delays and Force Majeure Delays on or before the date that is 14 months after the Effective Date (permanent) certificate the "Outside Completion Date"). Subject to Tenant Delays and Force Majeure Delays, if Landlord fails to substantially complete Landlord's Work on or before the Outside Completion Date, then Tenant as its sole and exclusive remedy will have the right to terminate the Lease and recover damages equal to the Termination Damages (defined below). The Outside Completion Date will be automatically extended for any period of occupancy for Tenant Delays or Force Majeure Delays. "Termination Damages" means $200,000. "Force Majeure Delays" means delays resulting from acts of God, strike or labor troubles, unavailability of materials, inclement weather, lockouts, fuel or energy shortages, governmental restrictions, regulation, controls, actions or inaction, civil commotion, fire, national emergency, acts of war or terrorism, and any other cause of any kind beyond the Leased Premises within ninety reasonable control of Landlord (90) after substantial completion.except the financial inability of Landlord to perform its obligations). Exhibit D Parking Location

Completion of Construction. The “Leasehold Construction shall be deemed substantially completed at such time as the Building, other Improvements Completion Date” shall mean the date upon which the Leasehold and Tenant Improvements are substantially complete have been constructed in accordance with the Construction Drawings. The phrase Final Plans and Specifications, subject to “substantially completepunchlist” shall mean that all construction debris items, and a certificate of occupancy or equivalent has been removed obtained from the Leased Premises and City of Vista permitting Tenant to occupy the Leased Premises are reasonably cleanBuilding. “Punchlist” items shall be those items that, the Leasehold Improvements in Tenant’s reasonable judgment, (a) have not been completed in substantial accordance with the Construction Drawings thereforFinal Plans and Specifications, except for the completion of Punch List Items (hereinafter defined)as modified by any Change Order pursuant to Section 4.10, and Landlord shall (b) do not have obtained a material and delivered adverse effect on Tenant’s ability to Tenant a temporary certificate of occupancy use the Building for the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice of the date on which Landlord expects the Leased Premises to be substantially complete and ready for occupancy. If the Leased Premises are not ready for occupancy by the Estimated Leased Premises Delivery Date for any reasonTenant’s intended purposes, Landlord shall not be liable or responsible for any claims, damages or liabilities in connection therewith or by reason thereof. The term “Punch List Items” shall mean details of construction, decoration and mechanical adjustment which, in the aggregate, are relatively minor in character and do not materially interfere with increase the use cost of operating or enjoyment of maintaining the Leased Premises for the uses permitted in Section 3 of this Lease Agreement. The Punch List Items shall be set forth in a list prepared during a walkthrough inspection of the Leased Premises, such inspection to be performed by Tenant’s and Landlord’s representatives within ten (10) days after Landlord shall advise Tenant that substantial completion of the Leasehold Improvements in the Leased Premises has occurred or is imminentBuilding. Landlord shall agrees to use its commercially reasonable efforts to cause the Punch List Items General Contractor to be substantially completed complete the “punchlist” items identified pursuant to Paragraph 5 of the Fundamental Lease Provisions within thirty forty-five (3045) days after said walkthrough inspection the Commencement Date, and Landlord and in so doing, the General Contractor or a subcontractor shall complete same in such a manner as to not unreasonably or unnecessarily interfere with Tenant’s agreement on occupancy of, or ability to use, the Punch List ItemsBuilding. Additionally, Landlord shall use agrees that it will not release any retainage provided for under its commercially reasonable efforts to obtain and deliver to Tenant a final (permanent) certificate of occupancy for contract with the Leased Premises General Contractor until all applicable “punchlist” items are completed. If the “punchlist” items are not completed within ninety (90) days after substantial completionthe Commencement Date, at Tenant’s written request, Landlord shall retain another contractor to complete the “punchlist” items, the costs of which shall be treated as part of the Total Project Costs. Notwithstanding the above, the Commencement Date shall be deemed to have occurred (and Monthly Base Rent shall commence) on the date that construction would have been completed (except for “punchlist” items) and a certificate of occupancy would have obtained but for delays caused by: (a) Change Orders requested by Tenant; (b) Tenant’s active interference with the construction of the Building, other Improvements and/or Tenant Improvements; and/or (c) delays in Tenant approving drawings and specifications, the budget, Change Orders and other matters required to be approved by Tenant pursuant to this Article 4 within the applicable time specified or, if no time is specified, within a reasonable period of time.

Completion of Construction. The “Leasehold Improvements Completion Date” shall mean the date upon which the Leasehold Improvements are substantially complete in accordance with the Construction Drawings. The phrase “substantially complete” shall mean that all construction debris has been removed from the Leased Premises schedules may be affected by processing delays and the Leased Premises are reasonably cleaninspections of governmental authorities, weather conditions, the Leasehold Improvements have been completed in substantial accordance with the Construction Drawings therefor, except for the completion availability of Punch List Items (hereinafter defined)materials and qualified trade contractors, and Landlord shall have obtained other factors outside of Meritage’s control and, therefore, Meritage does not and delivered to Tenant cannot guarantee a temporary certificate of occupancy for the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice of the completion date on which Landlord expects the Leased Premises to be substantially complete and ready for occupancy. If the Leased Premises are not ready for occupancy by the Estimated Leased Premises Delivery Date for any reason, Landlord shall Meritage cannot be liable or held responsible for estimated completion dates that Buyer may, at any claimstime, damages receive from Meritage or liabilities in connection therewith any of its agents, employees, trade contractors, or by reason thereofsuppliers. The term “Punch List Items” shall mean details So long as Buyer has complied with all of constructionBuyer’s obligations under the Contract, decoration and mechanical adjustment which, in the aggregate, are relatively minor in character and do not materially interfere with the use or enjoyment of the Leased Premises for the uses permitted in Section 3 of this Lease Agreement. The Punch List Items shall be set forth in a list prepared during a walkthrough inspection of the Leased Premises, such inspection to be performed by Tenant’s and Landlord’s representatives within ten (10) days after Landlord shall advise Tenant that substantial completion of the Leasehold Improvements in the Leased Premises has occurred or is imminent. Landlord shall use its commercially Meritage will make reasonable efforts to cause initiate construction of the Punch List Items to be substantially completed Lot Improvements within thirty (30) days after said walkthrough inspection of the later to occur of: (i) the date on which Buyer supplies Meritage with evidence of Buyer’s “Loan Approval” (as defined in the Financing Addendum) and Landlord the satisfaction of any and Tenantall conditions and contingencies to which Buyer’s agreement on Loan Approval is subject, as applicable, as well as any other conditions and contingencies set forth in the Punch List ItemsContract; (ii) the date Buyer completes Buyer’s Selections and Options and delivers a Selection Order to Meritage, executed by Buyer and reflecting all of the Selections and Options made by Buyer (subject to acceptance by Meritage); and (iii) the date a building permit is obtained for the Lot Improvements; and Meritage thereafter will proceed with the construction of the Lot Improvements with reasonable diligence. AdditionallyMeritage agrees to complete construction of the Lot Improvements in the manner specified in the Contract by a date not later than two (2) years from the date Buyer signs this Agreement, Landlord subject, however, to delays caused by matters that are legally recognized as defenses to contract actions in the jurisdiction where the Lot Improvements are being constructed, including, but not limited to, delays caused by matters such as fire, flood, and labor or material shortages. Meritage shall use its commercially reasonable efforts have the right to obtain make such changes to the Home and/or to make deviations from the Plan and deliver in materials and locations as Meritage deems appropriate in order to Tenant construct the Home in accordance with applicable building codes, practices, and requirements. “Completion” of the Lot Improvements shall be deemed to occur upon the issuance of a final (permanent) certificate of occupancy for (or other similar document customary in the Leased Premises within ninety market in which the Home is located indicating that the Lot Improvements are habitable and able to be occupied) with respect to the Lot Improvements by the applicable governmental authority in which the Home is located, or other applicable inspection customary in the market in which the Home is located, which certificate (90) after or similar document or inspection), once issued, shall be deemed to confirm that the Lot Improvements are completed and built in substantial completionconformance with the Plan and applicable codes. Upon Completion of the Lot Improvements, Buyer’s refusal to accept the Lot Improvements as constructed shall constitute a material default by Buyer under the Contract, even if Punch List item remain in accordance with Section 8 below. By acquiring title to the Home at Closing, Buyer shall be deemed to have accepted the Home as constructed and subject to all changes and deviations that may exist from the Plan, and to have waived any and all rights and claims against Meritage with respect to any such changes and deviations, except to the extent such changes and deviations are conclusively determined to cause structural deficiencies in the Home.

Completion of Construction. The “Leasehold Improvements Borrower shall, or shall cause the Property Owner to, (a) diligently pursue and complete construction of each portion of the Project demised by an Approved Lease by the related Lease Completion Date” shall mean the date upon which the Leasehold Improvements are substantially complete Date in all material respects in accordance with the Construction Drawings. The phrase “substantially complete” shall mean that all construction debris has been removed requirements of such Approved Lease and obtain evidence of such completion from the Leased Premises Tenant under such Approved Lease in accordance with Section 7.1.6; (b) diligently pursue and complete construction of the Leased Premises are reasonably clean, entire Base Building Improvements to Substantial Completion and obtain evidence of such completion satisfactory to Lender on or prior to the Leasehold Improvements have been completed Outside Completion Date in substantial accordance with the Construction Drawings therefor, Plans and Specifications (except for changes thereto in accordance with Section 7.1.10) and in compliance in all material respects with all restrictions, covenants and easements affecting the completion of Punch List Items (hereinafter defined)Mortgaged Property, all Laws and Regulations, and Landlord shall have obtained all Governmental Approvals, and delivered to Tenant a temporary certificate of occupancy for the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice with all terms and conditions of the date Loan Documents; and (c) pay all sums and perform such duties as may be necessary to complete such construction of the Base Building Improvements to Substantial Completion substantially in accordance with the Plans and Specifications (except for changes thereto in accordance with Section 7.1.10) and in compliance with all restrictions, covenants and easements affecting the Mortgaged Property, all Laws and Regulations and all Governmental Approvals, and with all terms and conditions of the Loan Documents, all of which shall be accomplished on which Landlord expects or before the Leased Premises to be substantially complete and ready for occupancy. If Outside Completion Date, free from any Liens, claims or assessments (actual or contingent) asserted against the Leased Premises are not ready for occupancy by the Estimated Leased Premises Delivery Date Mortgaged Property for any reasonmaterial, Landlord shall not be liable labor or responsible for any claims, damages or liabilities other items furnished in connection therewith except for Permitted Encumbrances and subject to Borrower's right to contest any of the foregoing in accordance with the terms and conditions of this Agreement. Evidence of satisfactory compliance with the foregoing shall be furnished by the Borrower to the Lender on or by reason thereofbefore the Outside Completion Date. In addition, the Borrower shall cause the Property Owner to diligently pursue construction of the entire Improvements to Final Completion after the Outside Completion Date. The term “Punch List Items” failure of Substantial Completion to occur on or prior to the Outside Completion Date shall mean details constitute an Event of construction, decoration and mechanical adjustment which, in the aggregate, are relatively minor in character and do not materially interfere with the use or enjoyment of the Leased Premises Default hereunder for the uses permitted in Section 3 of this Lease Agreement. The Punch List Items which there shall be set forth in a list prepared during a walkthrough inspection of the Leased Premises, such inspection to be performed by Tenant’s and Landlord’s representatives within ten (10) days after Landlord shall advise Tenant that substantial completion of the Leasehold Improvements in the Leased Premises has occurred or is imminent. Landlord shall use its commercially reasonable efforts to cause the Punch List Items to be substantially completed within thirty (30) days after said walkthrough inspection and Landlord and Tenant’s agreement on the Punch List Items. Additionally, Landlord shall use its commercially reasonable efforts to obtain and deliver to Tenant a final (permanent) certificate of occupancy for the Leased Premises within ninety (90) after substantial completionno applicable cure period.

Completion of Construction. The “Leasehold Improvements Tenant agrees that Substantial Completion Date” shall mean of the date upon which the Leasehold Improvements are substantially complete Improvements, in accordance with the Construction DrawingsPlans, and furnishing of the Improvements for occupancy under Permitted Leases shall occur on or before July 31, 2016 (the “Substantial Completion Date”), and thereafter Tenant shall complete the construction and furnishing of the Improvements in accordance with all provisions of this Lease. The phrase “substantially complete” shall mean that all construction debris has been removed from the Leased Premises If Substantial Completion and the Leased Premises are reasonably cleanfixturing and furnishing of the Improvements, the Leasehold Improvements have been completed in substantial accordance with the Construction Drawings thereforPlans, except for have not occurred on or before the completion of Punch List Items (hereinafter defined), and Landlord shall have obtained and delivered to Tenant a temporary certificate of occupancy for the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice of the date on which Landlord expects the Leased Premises to be substantially complete and ready for occupancy. If the Leased Premises are not ready for occupancy by the Estimated Leased Premises Delivery Substantial Completion Date for any reason, including but not limited to a Force Majeure Event, Tenant shall, at Tenant’s expense, provide suitable housing approved by Landlord shall in its reasonable discretion, for all Student Residents with whom Tenant has entered into Permitted Residential Leases and who cannot be liable or responsible for any claimsoccupy the Improvements, damages or liabilities in connection therewith or by reason thereof. The term “Punch List Items” shall mean details of construction, decoration until Substantial Completion and mechanical adjustment which, in the aggregate, are relatively minor in character fixturing and do not materially interfere with the use or enjoyment furnishing of the Leased Premises Improvements have occurred. Landlord agrees that it will cooperate with Tenant to house any such Student Residents, including renting rooms in Existing University Housing (to the extent that the University has vacancies in Existing University Housing at the beginning of the 2016-2017 Academic Year which the University does not reasonably expect to be occupied by a full-time resident during the 2016-2017 Academic Year) to Tenant at the student rental rate that the University charges for the uses permitted in Section 3 of this Lease Agreement2016-2017 Academic Year for the facility at which Tenant houses any such Student Resident. The Punch List Items shall be Notwithstanding the foregoing or anything set forth in a list prepared during a walkthrough inspection Article 28 to the contrary, if Substantial Completion of the Leased PremisesImprovements has not occurred by the Substantial Completion Date due to the occurrence of a Force Majeure Event, such inspection to be performed the date by Tenant’s and Landlord’s representatives within ten (10) days after Landlord shall advise which Tenant that substantial completion must achieve Substantial Completion of the Leasehold Improvements shall be extended by the number of days equal to the number of days Tenant is delayed in achieving Substantial Completion of the Leased Premises has occurred or is imminent. Landlord Improvements as a result of such Force Majeure Event; provided that in no event shall use its commercially reasonable efforts to cause Substantial Completion of the Punch List Items to be substantially completed within thirty (30) days after said walkthrough inspection and Landlord and Tenant’s agreement on the Punch List Items. AdditionallyImprovements occur later than July 31, Landlord shall use its commercially reasonable efforts to obtain and deliver to Tenant a final (permanent) certificate of occupancy for the Leased Premises within ninety (90) after substantial completion2017.

Completion of Construction. The “Leasehold Improvements Completion Date” shall mean Upon completion of the date upon which building and improvements, including the Leasehold Improvements are substantially complete in accordance with the Construction Drawings. The phrase “substantially complete” shall mean that all construction debris has been removed from the Leased Premises and the Leased Premises are reasonably cleanpremises, the Leasehold Improvements have been completed architect supervising construction shall certify in substantial accordance with writing to Landlord and Tenant that the Construction Drawings therefor, except for the completion of Punch List Items (hereinafter defined), and Landlord shall have obtained and delivered to Tenant a temporary certificate of occupancy for the Leased Premises. Landlord will give Tenant ten (10) days’ advance written notice of the date on which Landlord expects the Leased Premises to be substantially same are complete and ready for use and occupancy, Concurrently, Landlord and Tenant shall cooperate in securing proper certificates of occupancy or other permits which may be required prior to Tenant's commencing to transact business. ARTICLE V FINANCING AND SUBORDRNATION Landlord intends to finance the construction of the building and improvements. In the event Landlord cannot obtain financing acceptable to Landlord within three (3) months after completion and approval by Landlord and Tenant of plans and specification, Landlord may so notify Tenant, in writing, and this lease shall thereupon be void and Landlord shall refund to Tenant any sums paid by Tenant to Landlord. In the event that any institutional lender from which financing of the proposed building and improvements is sought shall request a modification of this lease or the execution and delivery of any supplemental agreement and Landlord shall communicate such request to Tenant, in writing, Tenant shall not unreasonable withhold its consent to and/or joinder in such a lease modification or supplemental agreement provided that Tenant's rights under this lease are not materially diminished and its obligations hereunder are not materially increased. Tenant agrees that this lease shall be subordinate to any mortgage or deed of trust that may hereafter be placed upon the leased premises and to any and all advances made or to be made under said obligations and to any. renewals, replacements and extensions thereof; such subordination, however, Is subject to the condition that Landlord shall require any mortgagee or beneficiary to agree that the mortgagee or beneficiary in such mortgage or deed of trust shall recognize this lease of Tenant and agree that in the event of sale or foreclosure under such mortgage or deed of trust, the purchaser shall take subject to this lease so long as Tenant is not in default under the terms of the lease. If any mortgagee or beneficiary elects to have this lease superior to its mortgage or deed of trust and if said mortgagee or beneficiary gives written notice of such election to Tenant, then this lease shall be superior to the Leased Premises are not ready for occupancy by lien of any such mortgage or deed of trust whether this lease is dated or recorded before or after the Estimated Leased Premises Delivery Date for any reason, Landlord shall not be liable date of said mortgage or responsible for any claims, damages or liabilities in connection therewith or by reason thereofdeed of trust. The term “Punch List Items” shall mean details of construction, decoration and mechanical adjustment which, in In the aggregate, are relatively minor in character and do not materially interfere with the use or enjoyment event of the Leased Premises for the uses permitted in Section 3 of this Lease Agreement. The Punch List Items shall be set forth in a list prepared during a walkthrough inspection sale of the Leased Premisesproperty containing the premises, upon foreclosure or upon the exercise of a power of sale under any such inspection to be performed by Tenant’s and Landlord’s representatives within ten (10) days after Landlord shall advise mortgage or deed of trust, Tenant that substantial completion will, upon written request of the Leasehold Improvements in the Leased Premises has occurred or is imminent. Landlord shall use its commercially reasonable efforts to cause the Punch List Items to be substantially completed purchaser made within thirty (30) days after said walkthrough inspection such sale, attorn to the purchaser and recognize the purchaser as the Landlord and Tenant’s agreement on the Punch List Items. Additionally, Landlord shall use its commercially reasonable efforts to obtain and deliver to Tenant a final (permanent) certificate of occupancy for the Leased Premises within ninety (90) after substantial completionunder this lease.