Common use of Substantial Completion Clause in Contracts

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “The Date of Substantial Completion” means the stage in the progress Completion of the Work when is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portions portion thereof, may still require minor modifications or adjustments butfor its intended purpose, without restriction and all punch list items completed as defined in the Owner’s opinionTechnical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has progressed been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Work. Substantial Completion approved by date(s), if any, are specified elsewhere in the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially completeContract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the Owner agrees to accept separately, OWNER is substantially completecomplete as defined above, the Contractor shall notify Owner’s Designated Representative (sometimes referred prepare for submission to as the “ODR”) and request OWNER a determination as list of items to whether the Work be completed or designated portion thereof is substantially completecorrected. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure The failure to include any items on the Owner’s part to such list a reason does not alter the responsibility of the Contractor to complete all the Work in accordance with the terms of this AgreementContract Documents. After satisfactorily completing items identified by Owner’s Designated Representative, When the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers OWNER determines that the Work or designated portion thereof is substantially complete, The ODR it will prepare and deliver issue a certificate of Substantial Completion which shall establish written notice to the Contractor establishing the date of Substantial Completion, . The notice shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish state the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, warranty and insurance, and shall list remaining items to be corrected or completed. Failure The Work not fully completed or corrected shall be completed to include an item on the punch list does not alter the responsibility satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete all Work in accordance with or correct the terms remaining items within the allotted time, the OWNER may complete or correct the items and conditions of this Agreement. The certificate of Substantial Completion shall be signed by deduct the Owner and cost thereof from the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract amount.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof thereof, which the Owner agrees to accept separately, is substantially completeSubstantially Complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred prepare and submit to as the “ODR”) Architect a comprehensive list of items to be completed and request a determination as corrected. The Contractor shall proceed promptly to whether complete and correct items on the Work or designated portion thereof is substantially completelist. If Failure to include an item on the ODR list does not consider the Work substantially complete, the ODR will notify relieve the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter of the responsibility of the Contractor to complete all Work in accordance with the terms Contract Documents. Upon receipt of this Agreementthe Contractor's list, the Architect will make an inspection, and with the approval of the Owner, determine whether the Work, or designated portion thereof, is Substantially Complete. After satisfactorily completing items identified by Owner’s Designated RepresentativeIf the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not in accordance with the requirements of the Contact Documents, the Contractor shall then submit another shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. The Contractor may request for additional inspections by the ODR Architect as may be reasonable to determine when Substantial CompletionCompletion has been achieved. If The ODR considers When the Work substantially completeor designated portion thereof, The ODR is Substantially Complete, the Architect will prepare and deliver a certificate Certificate of Substantial Completion which shall establish the date of Substantial CompletionCompletion and shall establish responsibilities of the Owner and Contractor for: • Security • Maintenance • Water, sewer, electric and other utilities • Damages to the Work; and • Insurance Responsibilities The Certificate shall include a punch list of items to be completed or corrected before final completion and final payment, shall also establish the time within which the Contractor shall finish all items on the punch list, and shall establish responsibilities list of incomplete Work or corrections otherwise necessary to meet the requirements of the Owner and Contract Documents. Warranties required by the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item Contract Documents shall commence on the punch list does not alter date of Substantial Completion, or designated portion thereof, unless otherwise provided in the responsibility Certificate of the Contractor to complete all Work in accordance with the terms and conditions of this AgreementSubstantial Completion. The certificate Certificate of Substantial Completion shall be signed by submitted to the Owner and the Contractor to evidence for their written acceptance of the responsibilities assigned to them in such certificateeach. Upon Substantial Completion (as defined in this agreement) for all stages of the Work, or designated portion thereof, and upon application by the Contractor, certification by the Architect, and approval by the Owner, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work shall be achieved on or before portion thereof as provided in the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. When Contractor considers a Deliverable Portion of Work Substantially Complete, Contractor shall prepare for Owner Parties’ review and approval a comprehensive list of incomplete and unsatisfactory items. Owner Parties will edit and supplement this list, as appropriate, and when approved the list shall be the Punch List for such Deliverable Portion of Work. Contractor and Owner Parties shall also, at the same time they develop the first Punch List, establish a schedule (the “Punch List Schedule”) setting forth anticipated dates for Owner Parties’ inspections of all anticipated Deliverable Portions of Work to determine Substantial Completion” means Completion and Final Completion of the stage same. Notwithstanding anything to the contrary contained in the progress Contract Documents, a Deliverable Portion of Work with systems - e.g., mechanical, electrical, HVAC - shall not be considered Substantially Complete until it has demonstrated a minimum of thirty (30) consecutive Days of successful, trouble-free operation, beginning after all inspections and testing have been completed for such Deliverable Portion of Work. Once a Punch List and Punch List Schedule are mutually accepted, Owner Parties will inspect the Project to determine if each Deliverable Portion of Work when is Substantially Complete. During inspection, if Owner Parties determine any incomplete or incorrect item, whether or not included on the WorkPunch List, or designated portions thereofcauses the Deliverable Portion of Work to fail to be Substantially Complete, may still require minor modifications or adjustments butContractor shall be given notice and shall promptly correct such item. Following completion of all incomplete items, in Contractor shall request that Owner Parties’ re-inspect the Owner’s opinionDeliverable Portion of Work to again determine if it is Substantially Complete. When Owner Parties determine a Deliverable Portion of Work is Substantially Complete, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by Owner Parties will prepare a certificate (a “Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODRCompletion”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR that will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial CompletionCompletion of that Deliverable Portion of Work, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish fix the time within which the Contractor shall finish the punch listcomplete and correct items noted in that Certificate of Substantial Completion, and shall establish designate the responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage and insurance pertaining to the such Deliverable Portion of Work. Upon receipt of a Certificate of Substantial Completion, Contractor shall diligently complete all items of incomplete Work and repair all Defective Work, warranty including those identified in the applicable Punch List and insuranceCertificate of Substantial Completion. Failure However, failure by any party to include an item on the punch list does Punch List or in the Certificate of Substantial Completion shall not alter the Contractor’s responsibility of the Contractor to complete all Work in accordance with the terms Contract Documents. In accordance with the Punch List Schedule, Owner Parties anticipate they will make an initial visit and conditions one re-inspection for each of this AgreementContractor’s Deliverable Portions of Work. The certificate If, after making a re-inspection, Owner Parties determine a Deliverable Portion of Work is not Substantially Complete or that previously scheduled Punch List Work has not been completed, Contractor shall pay, without Owner’s reimbursement, Owner Parties’ costs and expenses resulting from additional inspections necessary for Owner Parties to issue Certificates of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTCompletion.

Substantial Completion. “The Date of Substantial Completion” means the stage in the progress Completion of the Work when is the date the Owner determines construction is sufficiently complete in accordance with the Contract Documents and as defined in the Specifications so the Owner may occupy or use the Work, or designated portions portion thereof, may still require minor modifications or adjustments butfor its intended purpose, without restriction and all punch list items completed as defined in the Contract Documents (subject to completion of minor punch list items, the absence of completion of which does not interfere with Owner’s opinionintended use of the Project, including the intended normal business operations of the Project, or detract from the aesthetic appearance of the Project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the Project or such portion thereof as the case may be, have been achieved and issued to Owner and posted for the Project or such portion thereof, including, but not limited to, a finding by the building official that the Work does not violate applicable construction and fire prevention standards or other laws that may affect safe occupancy; (b) all elements and Project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of Owner’s personnel in the operation of the Project systems has progressed been completed; and (d) no claims, liens, or encumbrances have been made, filed, or are outstanding with respect to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Work. Substantial Completion approved by date(s), if any, are specified elsewhere in the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially completeContract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the Owner agrees to accept separately, is substantially completecomplete as defined above, the Contractor shall notify Owner’s Designated Representative (sometimes referred prepare for submission to as the “ODR”) and request Owner a determination as list of items to whether the Work be completed or designated portion thereof is substantially completecorrected. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure The failure to include any items on the Owner’s part to such list a reason does not alter the responsibility of the Contractor to complete all the Work in accordance with the terms of this AgreementContract Documents. After satisfactorily completing items identified by Owner’s Designated Representative, When the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers Owner determines that the Work or designated portion thereof is substantially complete, The ODR it will prepare and deliver issue a certificate of Substantial Completion which shall establish written notice to the Contractor establishing the date of Substantial Completion, . The notice shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish state the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, warranty and insurance, and shall list remaining items to be corrected or completed. Failure The Work not fully completed or corrected shall be completed to include an item on the punch list does not alter the responsibility satisfaction of the Owner within the time period allowed by the Contract Documents. In the event the Contractor fails to complete all Work in accordance with or correct the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by remaining items within the allotted time, the Owner may complete or correct the items and deduct the Contractor to evidence acceptance of cost thereof from the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of Contract Sum and any payments due the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContractor.

Substantial Completion. “A. When CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify OWNER and ENGINEER in writing that the entire Work is substantially complete (except for items specifically listed by CONTRACTOR as incomplete) and request that ENGINEER issue a certificate of Substantial Completion” means the stage in the progress . Promptly thereafter, OWNER, CONTRACTOR, and ENGINEER shall make an inspection of the Work when to determine the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts status of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Ownercompletion. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR ENGINEER does not consider the Work substantially complete, the ODR ENGINEER will notify CONTRACTOR in writing giving the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completiontherefor. If The ODR ENGINEER considers the Work substantially complete, The ODR ENGINEER will prepare and deliver to OWNER a tentative certificate of Substantial Completion which shall establish fix the date of Substantial Completion, . There shall include be attached to the certificate a punch tentative list of items to be completed or corrected before final completion payment. OWNER shall have seven days after receipt of the tentative certificate during which to make written objection to ENGINEER as to any provisions of the certificate or attached list. If, after considering such objections, ENGINEER concludes that the Work is not substantially complete, ENGINEER will within 14 days after submission of the tentative certificate to OWNER notify CONTRACTOR in writing, stating the reasons therefor. If, after consideration of OWNER’s objections, ENGINEER considers the Work substantially complete, ENGINEER will within said 14 days execute and final payment, shall establish deliver to OWNER and CONTRACTOR a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as ENGINEER believes justified after consideration of any objections from OWNER. At the time within which of delivery of the Contractor shall finish the punch listtentative certificate of Substantial Completion ENGINEER will deliver to OWNER and CONTRACTOR a written recommendation as to division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to security, operation, safety, and shall establish responsibilities protection of the Owner and the Contractor for securityWork, maintenance, heat, utilities, damage insurance, and warranties and guarantees. Unless OWNER and CONTRACTOR agree otherwise in writing and so inform ENGINEER in writing prior to ENGINEER’s issuing the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The definitive certificate of Substantial Completion shall Completion, ENGINEER’s aforesaid recommendation will be signed by the Owner binding on OWNER and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTCONTRACTOR until final payment.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “When the Job Order Contractor considers that the Work related to a Job Order has reach Substantial Completion” means , it shall submit a request to the stage City’s Project Manager for a certificate of Substantial Completion. Substantial Completion must occur not later than the date set forth in the progress applicable Job Order, subject to modification by changes in the Contract Time according to this Article 4. A prerequisite for Substantial Completion, over and above the extent of construction completion required, is receipt by the Work City of acceptable documentation that Job Order Contractor has successfully tested and demonstrated all systems for their intended uses. The City shall determine when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the OwnerJob Order Contractor’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced is substantially complete. The Substantial Completion date shall be confirmed by a Certificate of Substantial Completion approved signed by the OwnerCity and Job Order Contractor. If a The Certificate of Occupancy is required Substantial Completion shall state the respective responsibilities of the City and the Job Order Contractor for security, maintenance and damage to the work and insurance. The Certificate of Substantial Completion shall also include the Punch List as created by public authorities having jurisdiction over the Work, said certificate shall be issued before Job Order Contractor and modified by the Work or any portion thereof is considered substantially completeCity and establish the time for completion and correction of all Punch List items. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the The Job Order Contractor shall notify Owner’s Designated Representative (sometimes referred proceed promptly to as the “ODR”) complete and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons thereforecorrect Punch List items. Failure to include an item on the Owner’s part to list a reason Punch List does not alter the responsibility of the Job Order Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial CompletionContract Documents. If The ODR considers the Work substantially complete, The ODR will prepare City and deliver a certificate of the Job Order Contractor cannot agree as to the appropriate Substantial Completion which date, such issue shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor submitted for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work dispute resolution in accordance with the terms and conditions procedures set forth in Article 18 below. Notwithstanding such disagreement, the Job Order Contractor shall diligently proceed with completion of this Agreementthe Punch List items. The certificate of Warranties required by the Contract Documents shall commence on the Substantial Completion shall be signed by date or designated portion thereof unless otherwise provided in the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. “(i) Gateway Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinionCompletion shall have occurred, the Work has progressed Borrower and the Independent Engineer shall have certified to such effect to the point such that all parts of Administrative Agent, and the Work under consideration are fully operational Independent Engineer shall have certified that, to its knowledge, the Loan Parties have sufficient funds available to achieve Gateway Final Completion, and usable for intended purposes, as evidenced by a Certificate of (ii) Diablo Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Workhas occurred (and, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially completeif applicable, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as Diablo Expansion Substantial Completion has occurred, and, if the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially completeEPC Option has been exercised, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated RepresentativeDiablo Project Substantial Completion has occurred), the Contractor Borrower and the Independent Engineer shall then submit another request for have certified to such effect to the ODR Administrative Agent, and the Independent Engineer shall have certified that, to determine Substantial its knowledge, the Loan Parties have sufficient funds available to achieve Diablo Final Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of ; provided that Gateway Substantial Completion which shall establish and Diablo Substantial Completion (and, if applicable, the date of Diablo Expansion Substantial Completion, and, if the EPC Option has been exercised, the Diablo Project Substantial Completion) shall include be deemed to have occurred hereunder and under the other Loan Documents if all of the conditions precedent to Gateway Substantial Completion, Diablo Substantial Completion, Diablo Expansion Substantial Completion or Diablo Project Substantial Completion, as applicable, have occurred under the relevant EPC Contract except for any conditions precedent relating to the failure of the applicable EPC Contractor to pay liquidated damages, any other similar Dispute (as such term is defined in the applicable EPC Contract) and any reasonably related Disputes or failures by the relevant EPC Contractor to satisfy an applicable condition precedent in connection with such Dispute(s) (including any failure by the applicable EPC Contractor to deliver to the relevant Project Company any waiver or release of liens, a punch list of items to be completed or corrected before final completion withhold drawings or other books and final paymentrecords), shall establish so long as (A)(1) the time within which the Contractor shall finish the punch list, Termination Date under and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreementthe Equity Contribution Agreement has not occurred or (2) for the Borrower has caused an amount equal to the Borrower’s good faith, reasonable estimate of such Project Company’s reasonably anticipated liability in connection with such Dispute(s) (after giving effect to all stages potential offsets, retainage, counterclaims and any other amounts payable to such Project Company by such EPC Contractor) to be on deposit in the Construction Account on the Term Conversion Date, and (B) the Independent Engineer shall have certified that, to its knowledge, such deposited amount (or amount of available unused equity commitments under the Work shall Equity Contribution Agreement) is reasonably expected to be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment sufficient to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTmake payment of such Project Company’s reasonably anticipated liability in connection with such Dispute(s) (after giving effect to all potential offsets, retainage, counterclaims and any other amounts payable to such Project Company by such EPC Contractor).

Substantial Completion. “Substantial Completion” means The Contractor shall notify the stage in the progress of the Work Engineer when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work Works have been completed in accordance with this Contract and are free from Defects, and the terms Works can be effectively used for the purpose for which they are intended. When the Engineer considers that Substantial Completion may have occurred (save for minor defects and incomplete work) a Technical Inspection shall be carried out when instructed by UNICEF. Within seven (7) days of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Technical Inspection the Engineer shall issue a defects list to the Contractor shall then submit another request for and UNICEF identifying all remaining defects and incomplete works and the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time timescales within which the Contractor is required to remedy such defects and complete such incomplete work (“Defects List for Substantial Completion”). The Contractor shall finish comply with the punch list, Defects List for Substantial Completion and shall establish responsibilities of notify the Owner Engineer when it considers that all defects and incomplete work which the Contractor was required to remedy and complete in the Defects List for securitySubstantial Completion have been remedied and completed. When instructed by UNICEF a further Technical Inspection shall be carried out to determine whether or not a certificate of substantial completion (the "Certificate of Substantial Completion") should be issued. UNICEF (or with UNICEF’s prior written consent the Engineer on UNICEF’s behalf) shall issue the Certificate of Substantial Completion when UNICEF considers that Substantial Completion has occurred, maintenanceprovided that UNICEF shall be entitled, heatat UNICEF’s absolute discretion, utilities, damage to issue the Work, warranty and insurance. Failure to include an item on the punch list Certificate of Substantial Completion notwithstanding that UNICEF does not alter the responsibility consider that Substantial Completion has occurred. Issue of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate any Certificate of Substantial Completion shall be signed by not relieve or limit the Owner Contractor’s obligations or liabilities under or in connection with this Contract and/or prejudice UNICEF’s rights and the Contractor to evidence acceptance of the responsibilities assigned to them obligations under or in such certificate. Substantial Completion (as defined in connection with this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract.

Substantial Completion. “Substantial Completion” or “Substantially Complete” means that Landlord’s Work has been sufficiently completed such that the stage Premises is suitable for its intended purpose, notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to be performed (“Punch List Items”). Landlord shall complete all Punch List Items following notice thereof from Tenant; provided, however, that except to the extent to which Tenant shall have given Landlord notice of any Punch List Items not later than ten (10) business days after the Commencement Date, Tenant shall be deemed conclusively to have approved the completion of Landlord’s Work and Tenant shall have no claim that Landlord has failed to perform any of Landlord’s Work required under this Work Letter. In the event there is a delay in the progress Substantial Completion of the Landlord’s Work when such that the WorkCommencement Date does not occur on the date that is 15 weeks from the delivery of the construction permits, and such delay is not caused by a Tenant Delay, additional municipal delay including but not limited to inspections, Force Majeure or designated portions thereoflong lead time items, may still require minor modifications so long as the Tenant has the opportunity to substitute a long lead time item with materials that are readily available once notified by the Landlord, then as Tenant’s sole remedy, Landlord shall pay to Tenant, as liquidated damages, an amount equal to $1,000.00 on a per diem basis until Landlord’s Work is Substantially Complete. Notwithstanding the foregoing or adjustments but, in any language of the Owner’s opinion, the Work has progressed Lease to the point such that all parts contrary, if Landlord’s Work is delayed by a Tenant Delay then Tenant shall begin paying Rent as required under the Lease as of the Work under consideration are fully operational and usable date the Commencement Date would have occurred but for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTTenant Delay.

Substantial Completion. The term “Substantial Completion” means shall mean that (i) the stage Premises shall be in a state of completion which will, except for any improvements or work to be performed by Tenant, allow Tenant to utilize the progress Premises for the permitted use hereunder (including the availability of required utility services) without material interference to the customary business activities of Tenant by reason of the Work when completion of Landlord’s work, all as more fully described in Paragraph 17 below and Exhibit “F” attached hereto and (ii) Landlord has received a temporary or permanent Occupancy Permit (as defined below), if required, provided that the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed foregoing will not be construed to the point such that all parts relieve Tenant of the obligation to install all Tenant Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreementExhibit “F”), and to perform all other installations of furniture, fixtures and equipment in the course of taking occupancy and moving into the Premises, properly if and to the extent applicable governmental authorities require that such construction and other installations be completed prior to conducting final inspections or issuing a final inspection certificate, certificate of occupancy, or its equivalent (any of the foregoing, an “Occupancy Permit”) for the Premises (and Substantial Completion shall nevertheless be deemed to have occurred if Landlord has completed the Tenant Improvements (as defined in Exhibit “F”) to the extent described above, but Tenant is denied an Occupancy Permit because Tenant has failed to install any Tenant Work or to perform all stages other installations of its furniture, fixtures and equipment properly and in accordance with applicable Governmental Requirements). The Premises shall be deemed substantially complete even though minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the non-completion of which does not materially interfere with Tenant’s use of the Work shall be achieved on Premises or before the following conduct of its business therein. Landlord will use commercially reasonable efforts to cause Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will to occur not later than one hundred twenty (120) days after the time for Substantial Completion exceed date of this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLease.

Substantial Completion. When Contractor considers a Deliverable Portion of Work Substantially Complete, Contractor shall prepare for Owner Parties’ review and approval a comprehensive list of incomplete and unsatisfactory items. Owner Parties will edit and supplement this list, as appropriate, and when approved the list shall be the Punch List for such Deliverable Portion of Work. Contractor and Owner Parties shall also, at the same time they develop the first Punch List, establish a schedule (the “Punch List Schedule”) setting forth anticipated dates for Owner Parties’ inspections of all anticipated Deliverable Portions of Work to determine Substantial Completion” means Completion and Final Completion of the stage same. Notwithstanding anything to the contrary contained in the progress Contract Documents, a Deliverable Portion of Work with systems - e.g., mechanical, electrical, HVAC - shall not be considered Substantially Complete until it has demonstrated a minimum of thirty (30) consecutive Days of successful, trouble-free operation, beginning after all inspections and testing have been completed for such Deliverable Portion of Work. Once a Punch List and Punch List Schedule are mutually accepted, Owner Parties will inspect the Project to determine if each Deliverable Portion of Work when is Substantially Complete. During inspection, if Owner Parties determine any incomplete or incorrect item, whether or not included on the WorkPunch List, or designated portions thereofcauses the Deliverable Portion of Work to fail to be Substantially Complete, may still require minor modifications or adjustments butContractor shall be given notice and shall promptly correct such item. Following completion of all incomplete items, in Contractor shall request that Owner Parties’ re-inspect the Owner’s opinionDeliverable Portion of Work to again determine if it is Substantially Complete. When Owner Parties determine a Deliverable Portion of Work is Substantially Complete, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by Owner Parties will prepare a certificate (a “Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODRCompletion”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR that will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial CompletionCompletion of that Deliverable Portion of Work, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish fix the time within which the Contractor shall finish the punch listcomplete and correct items noted in that Certificate of Substantial Completion, and shall establish designate the responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage and insurance pertaining to the such Deliverable Portion of Work. Upon receipt of a Certificate of Substantial Completion, Contractor shall diligently complete all items of incomplete Work and repair all Defective Work, warranty including those identified in the applicable Punch List and insuranceCertificate of Substantial Completion. Failure However, failure by any party to include an item on the punch list does Punch List or in the Certificate of Substantial Completion shall not alter the Contractor’s responsibility of the Contractor to complete all Work in accordance with the terms Contract Documents. SAMPLE In accordance with the Punch List Schedule, Owner Parties anticipate they will make an initial visit and conditions one re-inspection for each of this AgreementContractor’s Deliverable Portions of Work. The certificate If, after making a re-inspection, Owner Parties determine a Deliverable Portion of Work is not Substantially Complete or that previously scheduled Punch List Work has not been completed, Contractor shall pay, without Owner’s reimbursement, Owner Parties’ costs and expenses resulting from additional inspections necessary for Owner Parties to issue Certificates of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTCompletion.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD 90 days from NTP Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “The Construction Manager shall notify the Owner and, if directed, the Design Professional when it considers Substantial Completion” means the stage in the progress Completion of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a designated portion thereof which to have been achieved. The Owner, with the Owner agrees assistance of its Design Professional, shall promptly conduct an inspection to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to determine whether the Work or designated portion thereof is substantially completecan be occupied or used for its intended use by the Owner without excessive interference in completing any remaining unfinished Work. If the ODR does not consider Owner determines that the Work substantially completeor designated portion has not reached Substantial Completion, the ODR will notify Owner, with the Contractor giving reasons thereforeassistance of its Design Professional, shall promptly compile a list of items to be completed or corrected so the Owner may occupy or use the Work or designated portion for its intended use. Failure The Construction Manager shall promptly complete all items on the list. When Substantial Completion of the Work or a designated portion is achieved, the Owner shall prepare a Certificate of Substantial Completion establishing the date of Substantial Completion and the respective responsibilities of the Owner and Construction Manager for interim items such as security, maintenance, utilities, insurance, and damage to the Work, and fixing the time for completion of all items on the list accompanying the Certificate. The Certificate of Substantial Completion shall be issued by the Owner to the Construction Manager and to the Design Professional for notice of responsibilities assigned in the Certificate of Substantial Completion. Unless otherwise provided in the Certificate of Substantial Completion, warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or a designated portion. At any time after all or any part of the work is substantially completed in accordance with subsection 10.5.1 above, the Construction Manager may request the release of all or part of the retainage owed in accordance with the provisions of sections 262.34, Code of Iowa. Any request for release of retainage under this section 10.5.4 must be submitted on the form supplied by the Owner. In addition to any requirements under Iowa Code section 262.34 or other applicable law, such request shall be accompanied by (a) subcontractor claim releases and/or waiver of claim rights for all portions of the Work for which release of retainage is requested on the Owner’s part form, and (b) the written consent of any surety to list a reason payment of the balance due for portions of the Work that are fully completed and accepted. Any request for release of retainage must be submitted to the individual designated by the Owner as its representative. Any request for release of retainage that does not alter conform with the responsibility requirements of this subsection 10.5.4 is deemed denied for failure to comply with the requirements of this Agreement. PARTIAL OCCUPANCY OR USE The Owner may occupy or use completed or partially completed portions of the Contractor Work when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) consent to the occupancy or use, and (c) public authorities authorize the occupancy or use. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and the Construction Manager have accepted in writing the responsibilities assigned to each. FINAL COMPLETION AND FINAL PAYMENT Upon notification from the Construction Manager that the Work is complete and ready for final inspection and acceptance, the Owner, with the assistance of its Design Professional shall promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. When Final Completion has been achieved, the Construction Manager shall prepare for the Owner's written acceptance a final application for payment stating that to the best of the Construction Manager's knowledge, and based on the Owner's inspections, the Work has reached Final Completion in accordance with the Contract Documents. When the Work is found acceptable under the Contract Documents, the Owner will promptly issue a Certificate of Final Completion. Such notice will establish the date of Final Completion upon which the Contract is accepted as complete and upon which all Work remaining guarantees and warranties under the Contract shall commence. The date of Final Completion shall also establish the commencement of the thirty-day period during which final payment of the balance due under the contract must be retained by the Owner under the provisions of Chapter 573, Code of Iowa and per the provisions of this Agreement. The Owner shall release retained funds in accordance with the provisions of Chapters 262 and 573, Code of Iowa, and per the provisions of this Agreement. Final Completion is contingent upon submission of the following to the Owner: (a) As-Built Documents, manuals, warranties and all other close-out documents, which have been reviewed and approved by the Design Professional or Others as directed by the Owner, required by the Contract Documents in the agreed upon format; (b) consent of any surety; (c) any outstanding known and unreported accidents or injuries experiences by the Construction Manager or its Subcontractors at the Worksite; and (d) Targeted Small Business Final Payment Reporting Form(s). The Final Payment due to the Construction Manager, if any, shall be determined by the Owner after making necessary adjustments for any deduction that represents a payment due to the Owner from the Construction Manager in accordance with the terms of this Agreement, which deductions or adjustments shall become the property of the Owner. After satisfactorily completing items identified The Owner reserves the right to issue Final Payment to the Construction Manager as determined by Owner’s Designated Representativethe Owner and in accordance with applicable law, regardless of whether Construction Manager has submitted an application for Final Payment. OWNER RESERVATION OF CLAIMS By issuing final payment to the Construction Manager, the Contractor shall then submit another request Owner does not waive, and hereby reserves, any and all claims it may have against the Construction Manager, including, but not limited to, claims relating to liens or similar encumbrances, warranties, Defective Work, latent defects, breach of contract, and any other claim at law or in equity. CONSTRUCTION MANAGER ACCEPTANCE OF FINAL PAYMENT Unless the Construction Manager provides written identification of unsettled claims with an application for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, its acceptance of final payment constitutes a waiver of such claims. LATE PAYMENT Payments due but unpaid shall establish bear interest from the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work date payment is due in accordance with the terms and conditions provisions of this Agreement. The certificate Chapter 573, Code of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTIowa.

Substantial Completion. As used herein, “Substantial Completion” means shall mean (and the stage Premises shall be deemed “Substantially Complete”) when (i) the City of Seattle has given final approval in writing that all TI Work under the progress construction permit has been completed, (ii) installation of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the TI Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work occurred in accordance with the terms Working Drawings, subject only to punch-list items described below, and (iii) basic services as required under the Lease are available to the Premises. Notwithstanding the foregoing, Substantial Completion shall be deemed to have occurred on the date on which Tenant takes occupancy of this Agreementthe Premises and commences to do business therein. After satisfactorily completing Substantial Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be completed. Immediately before Tenant occupies any portion of the Premises, Landlord shall walk the portion of the Premises and create a punch-list of incomplete and defective items, and provide a copy of the punch-list to Tenant. Within thirty (30) days after Tenant commences occupancy of the Premises, Landlord, Tenant, and the Tenant’s Architect shall prepare a “punch-list” which shall consist of the items identified that have not been, but should have been, finished or furnished by Owner’s Designated Representative, the Contractor Tenant prior to such date. Tenant shall then submit another request for the ODR proceed diligently to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare or cause the TI Contractor to complete, all punch-list items, except for those punch-list items related to the Landlord’s Work which Landlord shall proceed diligently to complete, or cause its contractor to complete. Tenant shall require reasonable retainage in the TI Construction Contract and deliver a certificate shall not release all of Substantial Completion which the retainage to the TI Contractor until such time as Tenant reasonably believes all punch-list items have been completed. Release of any retainage shall establish not release or relieve Tenant of the date of Substantial Completion, shall include a punch obligation to cause all punch-list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage Premises to be in the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of condition as required under this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLease.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate The Tenant Improvements shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees deemed to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the be “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure Substantially Completed” on the Owner’s part to list a reason does not alter date that (i) the responsibility of the Contractor to complete all Work Tenant Improvements are essentially and satisfactorily completed in accordance with the terms Final Plans to the extent that the Leased Premises may be occupied by Tenant for its Approved Use, subject only to completion of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representativeminor finishing, adjustment of equipment, and other minor construction aspects (“punch list items”) which do not, in the Contractor shall then submit another request aggregate, cause interference (other than minor inconvenience) with the use and occupancy of the Leased Premises for the ODR to determine Substantial Completion. If The ODR considers the Work substantially completeApproved Use, The ODR will prepare and deliver (ii) a certificate of Substantial Completion which occupancy, whether conditional or final, has been issued by the proper governmental authority. Landlord shall establish give Tenant at least 30 days prior notice (written or oral) of Landlord’s reasonable estimate of the date of Substantial Completion of the Tenant Improvements. Tenant shall schedule with Landlord a mutually acceptable date, which will not be later than 3 business days after the date of Substantial Completion (but in no event earlier than the Landlord’s estimated date of Substantial Completion), shall include for a punch list walk-through inspection of items to be completed or corrected before final completion the Leased Premises. In such walk-through, Landlord and final payment, shall establish the time within which the Contractor shall finish the Tenant will mutually and reasonably agree upon a punch list, and shall establish responsibilities of the Owner and the Contractor for securitysubject to Tenant Delay, maintenance, heat, utilities, damage Landlord will use reasonable efforts to the Work, warranty and insurance. Failure to include an item on the cause such punch list does not alter work to be completed within 30 days after such walk-through. Landlord hereby warrants to Tenant, which warranty shall survive for one year following the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate date of Substantial Completion of the Tenant Improvements, that (a) the materials and equipment furnished by Landlord and Landlord’s contractors in the completion of the Tenant Improvements will be of good quality and new, and (b) such materials and equipment and the work of such contractors shall be signed free from defects not inherent in the quality required or permitted hereunder. This warranty shall exclude damages or defects caused by Tenant, its agents, employees or contractors, improper or insufficient maintenance, improper operation or normal wear and tear under normal usage. Landlord shall use diligent and good faith efforts to cause the Owner and Tenant Improvements for the Contractor Fifth Floor Premises to evidence acceptance of the responsibilities assigned be Substantially Completed by November 1, 2018. Subject only to them in such certificate. Substantial Completion Force Majeure (as defined in this agreement§11 hereof) and Tenant Delay, and provided that Landlord, using good faith efforts, obtains all required construction permits for all stages of the Work shall Tenant Improvements (the “Construction Permits”) by not later than June 30, 2018, then in the event that Landlord fails to cause the Tenant Improvements for the Fifth Floor Premises to be achieved Substantially Completed on or before December 1, 2018, (the following “Fifth Floor Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will Date”), Tenant shall be entitled to a day-for-day credit of Base Rent due as of the time Commencement Date, for each day after the Fifth Floor Substantial Completion exceed Date that the Tenant Improvements for the Fifth Floor Premises are not Substantially Completed; provided, however, that, for every day of delay which results from a Tenant Delay or a Force Majeure, the Fifth Floor Substantial Completion Date shall be moved back on a day-for-day basis. Such day-for-day credit of Base Rent shall commence upon the Commencement Date and shall continue until applied in full; provided that at no time may Tenant offset more than 50% of the Base Rent amount due each month until such abatement has been completed. Landlord shall use diligent and good faith efforts to cause the Tenant Improvements for the Fourth Floor Premises to be Substantially Completed by February 1, 2019. Subject only to Force Majeure (as defined in §11 hereof) and Tenant Delay, and provided that Landlord, using good faith efforts, obtains all required construction permits for the Tenant Improvements (the “Construction Permits”) by not later than June 30, 2018, then in the event that Landlord fails to cause the Tenant Improvements for the Fourth Floor Premises to be Substantially Completed on or before March 1, 2019, (the “Fourth Floor Substantial Completion Date”), Tenant shall be entitled to a day-for-day credit of Base Rent due as of the Commencement Date, for each day after the Fourth Floor Substantial Completion Date that the Tenant Improvements for the Fourth Floor Premises are not Substantially Completed; provided, however, that, for every day of delay which results from a Tenant Delay or a Force Majeure, the Fourth Floor Substantial Completion Date shall be moved back on a day-for-day basis. Such day-for-day credit of Base Rent shall commence upon the June 1, 2019, and shall continue until applied in full; provided that at no time may Tenant offset more than 50% of the Base Rent amount due each month until such abatement has been completed. Subject only to Force Majeure and Tenant Delay, and provided that Landlord, using good faith efforts, obtains all required Construction Permits by not later than June 30, 2018, if the Tenant Improvements for the Leased Premises are not Substantially Completed on or before April 1, 2019 (“Outside Completion Date”), then Tenant shall have the one-time right by not later than 10 days after the Outside Completion Date to terminate this date without lease by delivering written notice to Landlord, which notice shall be hand delivered to 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxx 00000, Attention: Xxxxxx X. Xxxxx, Xx., and upon hand delivery of such termination notice to said address, this lease shall be deemed null and void and the parties shall have no further rights or obligations hereunder, except those that specifically survive the expiration or earlier termination of this lease. Landlord and Tenant acknowledge and agree that Tenant’s damages as a written amendment result of Landlord’s failure to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTcause the Tenant Improvements for the Fifth Floor Premises to be Substantially Completed by not later than the Fifth Floor Substantial Completion Date or the Fourth Floor Premises to be Substantially Completed by not later than the Fourth Floor Substantial Completion Date are difficult to ascertain, that such amounts set forth above are a reasonable pre-estimate of Tenant’s probable loss as a result thereof and that such damages constitute reasonable liquidated damages for Tenant’s loss and not a penalty.

Substantial Completion. The Work will not be completed until all Work provided for and contemplated by the Contract is found completed and accepted by ATL in accordance with the Contract Documents so that ATL and the public can safely occupy and utilize the Project for its intended use (“Substantial Completion” means ”). The Work shall be complete except for Punch List items. Contractor shall provide written notice to ATL when Contractor believes it has achieved Substantial Completion and request an inspection by ATL. Within three (3) Business Days of ATL’s receipt of Contractor’s written notice, ATL will advise Contractor in a written notice of decision that it will perform the stage in inspection or why ATL does not believe the progress of Project is ready for inspection. If the Project is not ready for inspection, Contractor will perform the Work when needed before Contractor makes another written request for inspection to ATL. If the Project is ready for inspection, ATL will perform the inspection within five (5) Business Days of ATL’s notice of decision and notify the Contractor whether Contractor achieved Substantial Completion. ATL’s conclusion that Contractor achieved Substantial Completion, however, shall not preclude or stop ATL from correcting any measurement, estimate, or certificate made before or after completion of the Work, nor shall ATL be precluded or designated portions thereofstopped from recovering from the Contractor or his surety, or both, such overpayment as may still require minor modifications be sustained, or adjustments but, in by failure on the Owner’s opinion, the Work has progressed to the point such that all parts part of the Contractor to fulfill his obligations under the Contract. If all Work under consideration are fully operational provided for and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved contemplated by the Owner. If a Certificate of Occupancy Contract is found completed to ATL’s satisfaction and all documents required in connection with the Project have been submitted by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Workto ATL, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR ATL will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of that it has achieved Substantial Completion and provide the Contractor to complete all with a written Punch List that includes the necessary instructions for correction of Work. The Punch List will also include any remaining Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before and any final completion reports and final payment, shall establish other documentation required to be submitted by the time within which the Contractor. The Contractor shall finish the punch list, immediately comply with and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in execute such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTinstructions.

Substantial Completion. The Landlord Work shall be deemed to be “Substantial CompletionSubstantially Complete” means on the stage in date that all Landlord Work (other than any details of construction, mechanical adjustment or any other similar matter, the progress noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Work when the WorkPremises) has been performed and Landlord has received a certificate of occupancy, temporary certificate of occupancy, final inspection approval, or designated portions thereofother governmental approval required for occupancy of the Premises. Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Prior to or not later than five (5) Business Days after the date upon which the Premises are delivered to Tenant, may still require a representative of Landlord and a representative of Tenant shall walk through the Premises and jointly prepare a list of minor modifications or adjustments butitems which, in the Owner’s opinionmutual opinion of Landlord and Tenant, the Work has progressed to the point such that all parts of the Work under consideration are have not been fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work completed or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative require repair (sometimes referred to as the “ODRPunch List Items”) and request a determination as to whether the Work or designated portion thereof is substantially complete). If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor Landlord shall cause its contractor to complete all Work in accordance with or repair the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish Punch List Items within 30 days after the date of Substantial Completion, shall include a punch list of items to the “walk-through” (or such long period as may be required if such work cannot reasonably be completed or corrected before final within such thirty (30) day period). Tenant shall not be entitled to any abatement of any rental obligations as pertains to the Premises pending completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage Punch List Items. If Tenant is unable to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility participate in a walk-through of the Contractor Premises, as described herein, prior to complete all Work in accordance taking occupancy, Landlord shall have the right to conduct a walk-through with Landlord’s contractor for the terms and conditions purpose of this Agreement. The certificate of Substantial Completion shall be signed by verifying the Owner and the Contractor to evidence acceptance condition of the responsibilities assigned Premises prior to them Tenant’s move-in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTactivities.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof thereof, which the Owner agrees to accept separately, is substantially completeSubstantially Complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred prepare and submit to as the “ODR”) Architect a comprehensive list of items to be completed and request a determination as corrected. The Contractor shall proceed promptly to whether complete and correct items on the Work or designated portion thereof is substantially completelist. If Failure to include an item on the ODR list does not consider the Work substantially complete, the ODR will notify relieve the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter of the responsibility of the Contractor to complete all Work in accordance with the terms Contract Documents. Upon receipt of this Agreementthe Contractor's list, the Architect will make an inspection, and with the approval of the Owner, determine whether the Work, or designated portion thereof, is Substantially Complete. After satisfactorily completing items identified by Owner’s Designated RepresentativeIf the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not in accordance with the requirements of the Contact Documents, the Contractor shall then submit another shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. The Contractor may request for additional inspections by the ODR Architect as may be reasonable to determine when Substantial CompletionCompletion has been achieved. If The ODR considers When the Work substantially completeor designated portion thereof, The ODR is Substantially Complete, the Architect will prepare and deliver a certificate Certificate of Substantial Completion which shall establish the date of Substantial CompletionCompletion and shall establish responsibilities of the Owner and Contractor for:  Security  Maintenance  Water, sewer, electric and other utilities  Damages to the Work; and  Insurance Responsibilities The Certificate shall include a punch list of items to be completed or corrected before final completion and final payment, shall also establish the time within which the Contractor shall finish all items on the punch list, and shall establish responsibilities list of incomplete Work or corrections otherwise necessary to meet the requirements of the Owner and Contract Documents. Warranties required by the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item Contract Documents shall commence on the punch list does not alter date of Substantial Completion, or designated portion thereof, unless otherwise provided in the responsibility Certificate of the Contractor to complete all Work in accordance with the terms and conditions of this AgreementSubstantial Completion. The certificate Certificate of Substantial Completion shall be signed by submitted to the Owner and the Contractor to evidence for their written acceptance of the responsibilities assigned to them in such certificateeach. Upon Substantial Completion (as defined in this agreement) for all stages of the Work, or designated portion thereof, and upon application by the Contractor, certification by the Architect, and approval by the Owner, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work shall be achieved on or before portion thereof as provided in the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. “Substantial Completion” means The Contractor shall notify the stage in the progress of the Work Engineer when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work Works have been completed in accordance with this Contract and are free from Defects, and the terms Works can be effectively used for the purpose for which they are intended. When the Engineer considers that Substantial Completion may have occurred (save for minor defects and incomplete work) a Technical Inspection shall be carried out when instructed by UNICEF. Within seven (7) days of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Technical Inspection the Engineer shall issue a defects list to the Contractor and UNICEF identifying all remaining defects and incomplete works and the timescales within which the Contractor is required to remedy such defects and complete such incomplete work (“Defects List for Substantial Completion”). The Contractor shall then submit another request comply with the Defects List for Substantial Completion and shall notify the ODR Engineer when it considers that all defects and incomplete work which the Contractor was required to remedy and complete in the Defects List for Substantial Completion have been remedied and completed. When instructed by UNICEF a further Technical Inspection shall be carried out to determine Substantial Completion. If The ODR considers whether or not the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish should be issued (the date "Certificate of Substantial Completion"). UNICEF (or with UNICEF’s prior written consent the Engineer on UNICEF’s behalf) shall issue the Certificate of Substantial Completion when UNICEF considers that Substantial Completion has occurred, provided that UNICEF shall include a punch list be entitled, at UNICEF’s absolute discretion, to issue the Certificate of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list Substantial Completion notwithstanding that UNICEF does not alter the responsibility consider that Substantial Completion has occurred. Issue of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate any Certificate of Substantial Completion shall be signed by not relieve or limit the Owner Contractor’s obligations or liabilities under or in connection with this Contract and/or prejudice UNICEF’s rights and the Contractor to evidence acceptance of the responsibilities assigned to them obligations under or in such certificate. Substantial Completion (as defined in connection with this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD March 9, 2018 Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “Substantial Completion” means " or "Substantially Completed" as used herein shall mean delivery of written notice to Tenant of the stage completion of construction of the Landlord's Improvements in the progress Premises pursuant to the approved Final Plans and Specifications with the exception of minor details of construction, installation, decoration, or mechanical adjustments and punchlist items as certified to by Landlord. Substantial Completion shall be deemed to have occurred, and completion of the Work when Landlord's Improvements shall be deemed to have occurred upon issuance of a temporary or permanent certificate of occupancy, notwithstanding the Work, requirement to complete "punchlist" items or designated portions thereof, may still require minor modifications or adjustments but, similar corrective work. Tenant agrees that if Landlord shall be delayed in the Owner’s opinion, the Work has progressed causing such work to the point such that all parts be Substantially Completed as a result of any of the Work under consideration are fully operational and usable for intended purposesevents as defined below (referred to herein as a "Tenant Delay"), as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate then such delay shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of Tenant, and will result in the Contractor to complete all Work in accordance with Commencement Date of the terms Term being the earlier of: (i) Tenant's opening of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request Premises for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish business; (ii) the date of Substantial Completion or (iii) the date when Substantial Completion would have occurred if there had been no Tenant Delay, providing that Landlord shall not be required to work on an overtime basis in order to bring the Premises to Substantial Completion. For the purposes of this Work Letter, shall include a punch list Tenant Delay is defined as follows: (a) Tenant's failure to comply with any time frames set forth herein or in the Lease, (b) any changes in the Final Plans and Specifications requested by Tenant after execution of items this Lease, or (c) Tenant's failure to be completed perform any act or corrected before final completion obligation imposed on Tenant by the Lease or this Work Letter as and final paymentwhen requested thereunder or hereunder, shall establish the time within or (d) any other delay otherwise caused by Tenant, its agents, employees or contractors which the Contractor shall finish the punch list, and shall establish responsibilities operates to delay Landlord's Substantial Completion of the Owner and the Contractor for securityLandlord's Improvements, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed as reasonably determined by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLandlord.

Substantial Completion. “7.3.1 Xxxxxx Mechanical shall notify Owner when it believes the Plant has achieved Substantial Completion” means the stage in the progress of the Work when the WorkCompletion and, with or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point before such that all parts of the Work under consideration are fully operational notice. Xxxxxx Mechanical shall prepare and usable for intended purposes, as evidenced by issue a Certificate of Substantial Completion approved by that will set forth (i) the Owner. If a Certificate date of Occupancy is required by public authorities having jurisdiction over Substantial Completion of the Work, said certificate (ii) the remaining items of Work that have to be completed before Final Completion (omissions of an item from the list shall not be issued before a waiver of the right to have such items of Work done or any portion thereof is considered substantially complete. When an admission that it was done), (iii) provisions (to the Contractor considers that extent not already provided in the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Contract) establishing Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the OwnerXxxxxx Mechanical’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR Plant’s security, maintenance, utilities and insurance pending final payment and (iv) an acknowledgment that warranties commence to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. Within five (5) days of Owner’s receipt of Xxxxxx Mechanical’s notice, Owner and Xxxxxx Mechanical will jointly inspect the Plant Work to verify the Plant has achieved Substantial Completion with permanent equipment installed in operating condition and order required under the Contract, and verify the additional Work necessary to complete before Final Completion and to develop a mutually-agreeable Punch List. Owner shall include a punch list give notice of items objection to the claim of Substantial Completion within seven (7) days of the joint inspection date. Owner shall, within seven calendar days after the inspection deliver to Xxxxxx Mechanical its proposed Punch List signed by Owner’s Representative. Such Punch List shall clearly designate which items, if any, need to be completed or corrected before final completion and final paymentin order to reach Final Completion. Xxxxxx Mechanical shall within six (6) calendar days of receipt of the Punch List xxxx the list to show Xxxxxx Mechanical’s disagreement, shall establish if any, with any of the time within which the Contractor shall finish the punch listitems listed by Owner, and shall establish responsibilities return a copy of the Owner list so marked and signed by Xxxxxx Mechanical to Owner. In the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item event that Parties do not agree on the punch list does not alter items that should be included on the responsibility of Punch List within eight (8) calendar days thereafter, then either Party may submit the Contractor matter to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTdisputes resolution under Section 17 below.

Substantial Completion. “For purposes of the Amendment, the "Substantial Completion” means Completion Date" shall mean the stage date that Landlord, its architect or construction manager determines that the Landlord Work has been completed, except for (a) finishing details, decorative items, minor omissions, mechanical adjustments, and similar items of the type customarily found on an architectural punch-list, the correction or completion of which will not substantially interfere with Tenant's occupancy and use of the Remaining Premises, and (b) any trade fixtures, workstations, telecommunications or built-in furniture or equipment to be installed by Tenant. Landlord shall notify Tenant of the Substantial Completion Date and, promptly thereafter, Landlord and Tenant shall set a mutually convenient time for Tenant, Landlord and the General Contractor to inspect the Remaining Premises and the Landlord Work. Upon completion of the inspection, Xxxxxx shall acknowledge in writing that the Substantial Completion Date has occurred by executing a commencement date confirmation letter. In the event Tenant fails to inspect the Landlord Work within two (2) business days after Landlord's notice to Tenant of the Substantial Completion Date, or in the progress event Tenant fails to return a commencement date confirmation letter to Landlord within five (5) business days after Tenant's inspection, the Substantial Completion Date shall be deemed to have occurred on the date determined by Landlord and Tenant shall be bound by Landlord's statements regarding the matters contained in Landlord's commencement date memorandum. Further, Xxxxxx's acceptance of possession of the Work when Remaining Premises shall conclusively evidence its agreement that the Work, or designated portions thereof, may still require minor modifications or adjustments but, Remaining Premises is in the Owner’s opinioncondition required hereunder, except for punch-list items specified above. Landlord shall use commercially reasonable efforts to complete the Work has progressed to punch-list items within thirty (30) days after the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved Date; however, Landlord shall have no liability to Tenant for losses, costs or damages resulting from or attributable to delays in the completion by the OwnerLandlord of punch-list items. If a Certificate Tenant shall cooperate with Landlord to facilitate completion of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially completepunch-list items as quickly as possible. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT4.

Substantial Completion. “Substantial Completion” means The term "Ready for Occupancy" shall mean the stage in the progress date on which substantial completion of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work Lessee Improvements has progressed to the point such that all parts occurred. Substantial completion of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate Lessee Improvements shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees deemed to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure have occurred on the Owner’s part to list a reason does not alter date the responsibility of the Contractor to complete all Work Lessee Improvements have been completed in substantial accordance with the terms Final Plans, except for matters not adversely affecting Lessee's use or occupancy of the Premises and except for punch list items (i.e., minor details of construction, mechanical adjustments or decorations which do not materially interfere with Lessee's use of the Premises). The Premises shall be deemed Ready for Occupancy even though certain portions of the Building, which do not interfere with Lessee's efficient conduct of its business, have not been fully completed, and even though Lessee's furniture, telephones, telexes, facsimiles, photocopy machines, computers and other business machines or equipment have not been installed, the purchase and installation of which shall be Lessee's sole responsibility. If Lessee does not furnish the necessary information and reasonably cooperate with Lessor, the Architect and all other persons needed in connection with the preparation for or construction of the Lessee Improvements, or does not furnish or complete, or is delayed in furnishing or completing, installation of any furniture, fixtures or equipment in or about the Premises which Lessee or Lessee's vendor or contractor is obligated to furnish or install, or does not comply with each of the time requirements of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, or any action or inaction of Lessee or Lessee's Employees causes or results in a delay in the Contractor date the Lessee Improvements would have been substantially completed, same shall then submit another request for the ODR be deemed to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare be "Lessee Delays," and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completionsubstantial completion of the Lessee Improvements shall be deemed to have occurred earlier by the number of days of Lessee Delays. Lessee agrees that it shall fully cooperate with Lessor, the Architect and the general contractor, if any, to the extent necessary to assure substantial completion of the Lessee Improvements as soon as is reasonably possible. Lessor warrants that the base Building mechanical, electrical, heating, ventilation and air conditioning and plumbing systems located in the Premises shall include a punch list be in good working order as of items the date Lessor delivers possession of the Premises to Lessee. Except to the extent caused by the acts or omissions of Lessee or by any Alterations or improvements (other than the Lessee Improvements) performed by or on behalf of Lessee, if such systems are not in good working order as of the date possession of the Premises is delivered to Lessee and Lessee provides Lessor with notice of the same within sixty (60) days following the date Lessor delivers possession of the Premises to Lessee, Lessor shall be responsible for repairing or restoring the same. Notwithstanding anything contained herein to the contrary, Lessee shall have six (6) months from the completion of the Lessee Improvements to be completed or corrected before final completion performed by Lessor in which to discover and final payment, shall establish notify Lessor of any latent defects in the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insuranceLessee Improvements. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion Lessor shall be signed by responsible for the Owner and the Contractor correction of any latent defects with respect to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTwhich it received timely notice from Lessee.

Substantial Completion. The Tenant Finish Work shall be deemed to be substantially completed on the date (the “Substantial Completion” means Completion Date”) that Landlord delivers to Tenant (i) a copy of an architect’s certificate (the stage in “Architect’s Certificate”) of substantial completion indicating that the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Tenant Finish Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work been completed in accordance with the terms of this Agreement. After satisfactorily completing Plans and Specifications, subject to identified “punch-list” items identified by Ownerwhich do not materially affect Tenant’s Designated Representative, ability to use the Contractor shall then submit another request Building and Improvements for the ODR to determine Substantial Completion. If The ODR considers purpose of conducting its normal business operations or for the Work substantially completepurpose of completing the installation of its fixtures and equipment (the “Punch List Items”), The ODR will prepare and deliver (ii) a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed occupancy or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities equivalent authorization from local governmental authorities authorizing occupancy of the Owner Building and Improvements for their intended purposes (provided; however, that a temporary or conditional certificate of occupancy or equivalent authorization will suffice if the remaining incomplete work or conditions do not prevent occupancy of the Building and Improvements and are either included in the scope of the Punch List Items or represent work that Tenant is responsible for completing under the Lease). Subject to Tenant Delays, Force Majeure and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the other terms and conditions of this Agreement. The certificate of Lease, Landlord estimates that the Substantial Completion Date to occur on or before June 15, 2022 (“Scheduled Completion Date”). For purposes of this Lease, “Tenant Delays” shall be signed mean any delay which is caused or contributed to by Tenant, or those acting by, for or under Tenant, including, without limitation, any failure by Tenant to approve proposed plans and specifications on a timely basis, any failure of Landlord and Tenant to agree upon and approve the Owner Plans and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved Specifications on or before the following Substantial Plan Approval Date, or any delay resulting from any revisions that Tenant proposes to the Plans and Specifications and/or any Change Order(s) requested by Tenant. Upon an event of Force Majeure or any Tenant Delays, the Scheduled Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will Date shall be extended for the time for Substantial Completion exceed this date without a written amendment period of any delay attributable to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTsuch event of Force Majeure or Tenant Delay.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work " shall occur when the WorkImprovements are substantially completed as certified by the architect preparing the Shell Plans utilizing AIA document G704. Certificate of Substantial Completion, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work and Landlord has progressed obtained all requisite governmental approvals relating to the point substantial completion such that all parts Tenant may lawfully occupy the Building. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping, and mechanical adjustments remain to be completed by Landlord. When the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by is issued, Landlord and the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate architect shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of incomplete, minor, detail items and Landlord shall use all reasonable efforts to be completed or corrected before final completion and final paymentcomplete such items within thirty (30) days after the Certificate of Substantial Completion is issued, shall establish the time within which the Contractor shall finish except as to such items that, by their nature, will take a longer period to complete as set forth in the punch list. "Force Majeure Delay Days" means the number of days of delay for Substantial Completion caused by Force Majeure Events. "Force Majeure Event" means any strike, riot, act of God, shortage of labor or materials, war, governmental law, regulation, or restriction, or any other cause of any kind whatsoever which is beyond the reasonable control of Landlord. "Tenant Delay Days" means the number of days of delay for Substantial Completion caused by (a) any acts of a Tenant Party, (b) changes requested by Tenant in the approved Interior Drawings, or (c) any specifications by Tenant of materials or installations which are not readily available. If Substantial Completion is delayed because of Tenant Delay Days, then the Term Commencement Date shall not be extended, but rather shall start on the date on which Substantial Completion would have occurred but for such Tenant Delay Days. As a clarification to the foregoing, and shall establish responsibilities notwithstanding the provisions of the Owner Section 2.3(c) hereof setting forth certain review and the Contractor for security, maintenance, heat, utilities, damage response periods with respect to the WorkInterior Drawings, warranty and insurance. Failure if Tenant for any reason fails to include an item deliver to Landlord, on or before Friday, January 9, 1998, preliminary plans for the punch list does not alter Interior Improvements ("Tenant's Preliminary Plans") in form reasonably satisfactory for Landlord to prepare (or cause its architect to prepare) the responsibility Interior Drawings, each day after January 9, 1998, for which Xxxxxx fails to furnish Tenant's Preliminary Plans to Landlord shall be a Tenant Delay Day for purposes of determining the Contractor Term Commencement Date hereunder; if Tenant for any reason fails to complete all Work approve Landlord's initial Interior Drawings (prepared in accordance with Tenant's Preliminary Plans) within five (5) business days after the terms and conditions of this Agreement. The certificate of Substantial Completion date Landlord delivers such initial Interior Drawings to Tenant, each day after such fifth day until Tenant finally approves the Interior Drawings shall be signed by a Tenant Delay Day for purposes of determining the Owner Term Commencement Date hereunder; and if Tenant at any time after submission of Xxxxxx's Preliminary Plans to Landlord changes any item with respect to the Contractor to evidence acceptance Tenant's Preliminary Plans, the number of days of delay caused thereby shall constitute Tenant Delay Days for purposes of determining the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTTerm Commencement Date hereunder.

Substantial Completion. “Substantial Completion” means the stage in the progress (or any grammatical variant thereof) of construction of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate First Amendment Improvements shall be issued before defined as the Work date upon which the Space Planner or any portion thereof is considered substantially complete. When the Contractor considers other consultant engaged by Landlord reasonably determines that the Work, or a portion thereof which the Owner agrees to accept separately, is First Amendment Improvements have been substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work completed in accordance with the terms Final Plans except for Punch List items (defined below), unless the completion of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representativesuch improvements was delayed due to any Tenant Delay (defined below), the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion in which shall establish case the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed the date such improvements would have been completed, but for the Tenant Delays. The term “Punch List” items shall mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant’s access or use of the Expansion Premises. After the completion of the First Amendment Improvements, Tenant shall, within ten (10) days following written demand by the Owner Landlord, execute and the Contractor deliver to evidence Landlord a letter of acceptance of the responsibilities assigned First Amendment Improvements performed on the Expansion Premises (including the notification to them Landlord of any Punch List items which shall be promptly corrected by Landlord). The term “Tenant Delay” shall include, without limitation, any delay in such certificate. Substantial Completion the completion of construction of the First Amendment Improvements resulting from (i) Tenant’s failure to comply with the provisions of this Work Letter, (ii) any additional time as defined reasonably determined by Landlord required for ordering, receiving, fabricating and/or installing items or materials or other components of the construction of the First Amendment Improvements which have been requested by Tenant and are above building standard, (iii) delay in work caused by submission by Tenant of a request for any change order following Tenant’s approval of the Final Plans, or for the implementation of any change order, or (iv) any delay by Tenant in timely submitting comments or approvals to the Temporary Plans or Final Plans within the time periods set forth in this agreement) for all stages Work Letter. The failure of Tenant to take possession of or to occupy the Work shall be achieved on or before the Expansion Premises following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will and the time for Substantial Completion exceed this date without a written amendment delivery of the Expansion Premises to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTTenant shall not serve to relieve Tenant of obligations arising on the Expansion Date or delay the payment of Rent by Tenant.

Substantial Completion. “Substantial Completion” means Landlord shall cause the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items Tenant Improvements to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved “substantially completed” on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will Rent Commencement Date as specified in Subsection 1.1.D.(2) of the time Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for Substantial Completion exceed performance of the Tenant Improvements, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Tenant Improvements or any other matter beyond the reasonable control of Landlord (or beyond the reasonable control of Landlord’s contractors or subcontractors performing the Landlord Improvements and the Tenant Improvements) and also subject to “Tenant Delays” (as defined and described in Paragraph 6 below of this date without Schedule B). The Tenant Improvements shall be deemed to be “substantially completed” for all purposes under this Schedule B and the Lease if and when (a) Landlord’s architect issues a written certificate to Landlord and Tenant, certifying that the Tenant Improvements have been substantially completed (i.e., completed except for Punchlist Items (as defined below)); and (b) the Tenant Improvements have been sufficiently completed to allow Tenant’s use of the Premises for the uses permitted under the Lease. For purposes of this Lease, “Punchlist Items” shall mean any punchlist items specified in the certificate of Landlord’s architect referenced above together the list of punchlist items mutually agreed upon between the parties. If the Tenant Improvements are not deemed to be substantially completed on or before the Rent Commencement Date as specified in Subsection 1.1.D.(2) of the Lease, (a) Landlord agrees to use reasonable efforts to complete the Tenant Improvements as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Schedule B as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Rent Commencement Date as specified in Subsection 1.1.D.(2) of the Lease shall be extended to the date on which the Tenant Improvements are deemed to be substantially completed. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the term of the Lease, Tenant and Landlord shall execute and deliver an amendment to this Agreementthe Lease reflecting such extensions. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLandlord shall complete the Punchlist Items within a commercially reasonable period of time following substantial completion of the Tenant’s Improvements.

Substantial Completion. The term “Substantial Completion” means shall mean (and the stage Landlord’s Work shall be deemed “Substantially Complete”) when (i) Landlord’s architect in consultation with the Architect (as defined in the progress Work Letter) mutually agree that the construction of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the OwnerLandlord’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work been completed in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR requirements set forth in Schedule 1 attached to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare Letter and deliver a certificate of Substantial Completion which shall establish (ii) the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion Building Systems are in good operating order and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurancecondition. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by deemed to have occurred notwithstanding a requirement to complete “punchlist” or similar corrective work. As used in this Section, the Owner term “punchlist” shall mean finishing details, decorative items, minor omissions, mechanical adjustments and the Contractor to evidence acceptance similar items of the responsibilities assigned type customarily found on an architectural punchlist that will not materially interfere with Tenant’s use or occupancy of the Premises. No portion of any work to them be performed by Tenant shall be taken into account in such certificatedetermining whether or not the Landlord’s Work is Substantially Complete. If the Substantial Completion (Date for Landlord’s Work is delayed as defined in this agreement) a consequence of a Tenant Delay, then the Substantial Completion Date for all stages of the Landlord’s Work shall be achieved on or before advanced in time by the following number of days that the Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under of Landlord’s Work is actually delayed as a consequence of the Tenant Delay. Landlord shall have no circumstances will liability for any delay of the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTDate of Landlord’s Work beyond the Anticipated Completion Date for Landlord’s Work, except as expressly provided in Section 2.3 below.

Substantial Completion. “Landlord's Contractor shall achieve "Substantial Completion” means the stage in the progress " of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work Tenant Improvements in accordance with the terms Lease and the Schedule of Responsibilities attached hereto as Exhibit B-2. As used in this Work Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Tenant Improvements shall have achieved Substantial Completion if all of the work called for under the Working Drawings has been substantially completed in accordance with Landlord's construction 122 contract with Landlord's Contractor shall then submit another request and Landlord has received the final inspection authorizing Tenant to take occupancy of the Premises. Substantial Completion does not include completion of (i) details of construction, decoration or adjustment which do not substantially interfere with Tenant's occupancy or the ability of any specialty contractors hired by Tenant to install fixtures or equipment Tenant has ordered; (ii) any punch list work which does not affect Tenant's use of the Premises and which can be completed or corrected as soon as reasonably possible after the Phase I Commencement Date or the Phase II Commencement Date; (iii) items for which Tenant requests a deferral; and/or (iv) any long-lead or specialty items required by Tenant. Landlord will give Tenant no less than ten (10) days' advance written notice of the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate anticipated date of Substantial Completion which shall establish so that Tenant can be prepared to take occupancy of the Premises on or immediately after the date of Substantial Completion. Landlord will cooperate with Tenant in allowing Tenant's specialty contractors, shall include a punch list of items if any, to be completed or corrected before final completion and final payment, shall establish enter the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor Premises during said ten-day period to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or work needed before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances Tenant will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTtake occupancy.

Substantial Completion. Sublandlord agrees to use commercially reasonable efforts to Substantially Complete (as hereinafter defined) the Sublandlord’s Work by the date that is seven (7) months from the Effective Date, subject to extensions for force majeure and any Subtenant caused delays (including, without limitation, Subtenant’s failure to provide Sublandlord with reasonable access to the Subleased Premises to undertake the Sublandlord’s Work); provided, however, Subtenant acknowledges and agrees that Sublandlord makes no guaranty or warranty of Substantial Completion by such date. The Sublandlord’s Work shall be deemed substantially completed (“Substantially Completed” or “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but”) when, in the Owner’s opinionopinion of the construction manager (whether an employee or agent of Sublandlord or a third party construction manager, the “Construction Manager”), the Sublandlord’s Work has progressed to is substantially completed except for punch list items which do not prevent in any material way the point such that all parts use of the Work under consideration are fully operational and usable Subleased Premises for intended purposesthe purposes for which they were intended. In the event Subtenant, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Workits employees, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Workagents, or a portion thereof which the Owner agrees to accept separatelycontractors cause, is substantially completedirectly or indirectly, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work construction or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility completion of the Contractor Sublandlord’s Work to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representativebe delayed, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by deemed to be the Owner and date that, in the Contractor to evidence acceptance opinion of the responsibilities assigned Construction Manager, Substantial Completion would have occurred if such delays or impairments had not taken place. Without limiting the foregoing, Subtenant shall be solely responsible for delays caused by Subtenant’s request for any changes in the plans, Subtenant’s request for long lead items, Subtenant’s failure to them in provide Sublandlord with reasonable access to the Subleased Premises to undertake the Sublandlord’s Work, and/or Subtenant’s interference with the construction of the Sublandlord’s Work, and such certificatedelays shall not entitle Subtenant to any abatement of rent or other rights of any kind. Substantial Completion (as defined in this agreement) is only material for all stages purposes of determining the completion of the Sublandlord’s Work and has no impact whatsoever on the Extended Term Commencement Date and/or Subtenant’s other obligations under the Sublease, including, without limitation, the obligation to pay rent. In no event shall be achieved Sublandlord have any obligation for any defects in the Subleased Premises or any limitation on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTits use.

Substantial Completion. “Substantial Completion” means the stage Landlord shall notify Tenant in the progress writing at least five (5) Business Days in advance of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts estimated date of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. Taking of possession by Tenant shall establish the date of Substantial Completion as specified in the definition of that term and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Such taking of possession shall further establish that the Base Building is in good and satisfactory condition when possession was so taken. Tenant acknowledges that no representations as to the condition of the Premises or Base Building have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's general contractor shall be conclusive, except that any delay in receipt of such certificate or in Substantial Completion which is caused by Tenant or Tenant's Agents shall be charged to Tenant in the amount of the daily Base Rent multiplied by the number of days of such delays. If on the date of Substantial Completion, Punch List Work remains to be completed, Landlord and Tenant shall include a punch list agree on such Punch List Work and Landlord will diligently complete such Punch List Work. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items to be completed of Punch List Work delay or corrected before final completion and final payment, shall establish postpone the time within which the Contractor shall finish the punch list, and shall establish responsibilities occurrence of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate date of Substantial Completion or the Commencement Date. If the estimated date of Substantial Completion changes at any time after Landlord has given notice pursuant to this Paragraph, then Landlord shall be signed by the Owner and the Contractor to evidence acceptance give at least five (5) Business Days advance notice of the responsibilities assigned to them in such certificatenew estimated date of Substantial Completion. If Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved has not occurred on or before October 1, 2000 (the following "First Deadline Date"), Tenant shall have the right, as its sole remedy, to one (1) day of Base Rent abatement, commencing upon the Commencement Date, for each day that the date of Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under extends beyond the First Deadline Date; provided however, that, notwithstanding anything to the contrary contained in this Lease, in no circumstances will event shall Tenant receive more than sixty (60) days of Base Rent abatement pursuant to this Section 2.5, and the time initial Lease Term shall be extended one (1) day for each day of Base Rent abatement that Tenant receives pursuant to this Section 2.5. Notwithstanding anything to the contrary contained in this Lease, the First Deadline Date shall be extended for any delays in Substantial Completion exceed caused by any acts or omissions of Tenant or Tenant's Agents, force majeure event (as set forth in Section 6.8 below) or governmental delay. If Substantial Completion has not occurred on or before December 31, 2000 (the "Second Deadline Date"), Tenant shall have the right, as its sole remedy, to terminate this Lease by notifying Landlord in writing of such election within five (5) Business Days after the Second Deadline Date, but prior to Substantial Completion. In the event of any such termination, neither Landlord nor Tenant shall have any rights, liabilities or obligations accruing under the Lease after the effective date without of termination, except for such rights and liabilities which, by the terms of this Lease or at law, are obligations of the Tenant or Landlord which expressly survive the expiration of the Lease, and any prepaid amount that has not been properly applied by Landlord shall be promptly returned to Tenant. Notwithstanding anything to the contrary contained in this Lease, the Second Deadline Date shall be extended for any delays in Substantial Completion caused by any acts or omissions of Tenant or Tenant's Agents, force majeure event (as set forth in Section 6.8 below) or governmental delay; provided however, that the Second Deadline Date shall not be extended as a written amendment result of any failure to this enter into the Edison Lease, as set forth in the immediately following paragraph. Landlord hereby represents and warrants to Tenant that the failure of Landlord to enter into either the Edison Lease or the side yard agreement to be executed in connection with the Edison Lease (the "Yard Agreement") shall not in and of itself preclude the issuance of the certificate of occupancy, or the equivalent sign-off by the appropriate building inspector, with respect to the Premises. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.In the event that after

Substantial Completion. Landlord shall give Tenant at least twenty (20) days prior written notice of the date that Landlord reasonably anticipates that the Landlord Work and Tenant Improvements will be Substantially Complete (as defined below); provided, however, Landlord’s failure to accurately estimate such date shall in no event affect the actual date of Substantial Completion or any other obligations of Landlord or Tenant hereunder. For purposes of this Lease, “Substantial Completion” means shall occur upon the stage in the progress completion of the last of the following to occur: (i) the completion of construction of the Landlord Work when and the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed Tenant Improvements substantially pursuant to the point Approved Working Drawings for such that all parts of the Work under consideration are fully operational and usable for intended purposesTenant Improvements (each as reasonably determined by Landlordand Architect), as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms exception of this Agreement. After satisfactorily completing any punch list items identified by Ownerwhich do not impair Tenant’s Designated Representativeability to occupy the Premises for their contemplated use, (ii) the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver acquisition of a certificate of Substantial Completion occupancy or its legal equivalent allowing occupancy of the Premises (a “Sign Off”), (iii) all base building systems are operational and fully-commissioned except to the extent effected by the Tenant Improvements, which commissioning shall establish be part of the date punchlist described below, (iv) delivery of the Premises to Tenant, and (v) delivery of a certificate of substantial completion from the Architect confirming the matters set forth in the foregoing clause (i). In the event that the Sign Off is not a final certificate of occupancy, Landlord shall diligently prosecute the work necessary to achieve a full certificate of occupancy and use commercially reasonable efforts to obtain such full certificate of occupancy as soon as reasonably practicable following Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. For purposes of this Lease, “Substantial Completionsubstantial completion” means shall mean the stage in the progress earlier of: (i) date when all of the Work when following have occurred with respect to Tenant’s Work: (x) the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Ownerconstruction of Tenant’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered been substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish excepting only the punch list, and shall establish responsibilities (y) the building department of the Owner city or county where the Leased Premises are located has completed its final inspection of Tenant’s Work and has issued a Certificate of Occupancy allowing Tenant use and occupancy of the Contractor Leased Premises (or such Certificate of Completion or Certificate of Occupancy is ready to be issued subject only to completion of those improvements and/or installation of those fixtures and equipment that are Tenant’s obligations); or (ii) the date Tenant begins conducting business or commences operations within the Leased Premises. To the extent that the requirement for security, maintenance, heat, utilities, damage furnishing the Certificate of Occupancy is a condition to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility commencement of the Contractor Term and Tenant’s obligation to complete all pay Rent, Landlord may satisfy that requirement by securing a temporary or conditional certificate of occupancy so long as the condition of Tenant’s Work in accordance with the terms absence of those items of construction that Landlord must complete as a condition to the issuance of a final Certificate of Occupancy is adequate for the conduct of Tenant’s business in the Leased Premises. If Substantial Completion is delayed beyond the Scheduled Commencement Date, and conditions such delay is the result of this Agreement. The certificate of a Tenant Delay, then the date on which Substantial Completion shall be signed by the Owner and the Contractor deemed to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work have occurred shall be achieved accelerated on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time a day-for-day basis for Substantial Completion exceed this date without a written amendment to this Agreementeach day of Tenant Delay. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.Landlord Tenant

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Original Premises Tenant Improvements” shall occur (and the Original Premises Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Original Premises Tenant Improvements pursuant to the Original Premises Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the original Premises and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the original Premises, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the original Premises by Tenant or under the supervision of the Original Premises Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San Xxxx) permitting occupancy of the original Premises; and (iii) the issuance by the Original Premises Architect of a “Certificate of Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers certifying that the Work, or a portion thereof which the Owner agrees to accept separately, is Original Premises Tenant Improvements have been substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work completed in accordance with the terms of this AgreementOriginal Premises Approved Working Drawings. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish Within five (5) days after the date of Substantial CompletionCompletion of the Original Premises Tenant Improvements, Landlord’s and Tenant’s respective representatives shall include inspect the original Premises and identify the punch-list items of the Original Premises Tenant Improvements and jointly prepare a punch written list of such punch-list items. Landlord shall cause the Original Premises Contractor to diligently complete the punch-list items to be completed set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or corrected before final non-completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item such punch-list items have any effect on the punch list does not alter Lease Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the responsibility original Premises, the exercise by Tenant of the Contractor to complete its rights under Section 6.1 below and/or otherwise caused by Tenant, all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion which shall be signed repaired by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTTenant at Tenant’s cost.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons reasons, therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.:

Substantial Completion. “Landlord will use reasonable speed and diligence to Substantially Complete Landlord’s Work on or before the anticipated Lease Commencement Date set forth in Section 1(e), subject only to Delay. If Landlord’s Work is not Substantially Complete by that date, such failure to complete will not in any way affect the obligations of Tenant hereunder except that the Lease Commencement Date (and any other dates tied to the Lease Commencement Date) will be postponed one day for each day Substantial Completion” means the stage in the progress Completion is delayed beyond such date. No liability whatsoever will arise or accrue against Landlord by reason of its failure to deliver or afford possession of the Work when the WorkPremises, and Tenant hereby releases and discharges Landlord from and of any claims for damage, loss, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed injury of every kind whatsoever as if this Lease were never executed. Notwithstanding anything to the point such that contrary contained herein, if Tenant commences business operations from all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When of the Contractor considers Premises prior to (i) the anticipated Lease Commencement Date set forth in Section 1(e) or (ii) Substantial Completion of the Landlord’s Work, the Lease Commencement Date shall be accelerated to the date that Tenant commences such operations; provided, however, that the Work, or a portion thereof which commencement of business operations in the Owner agrees Premises by Tenant prior to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which of Landlord’s Work shall establish the date not waive Landlord’s requirement of Substantial Completion, shall include a punch list of items to be completed or corrected before final the completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner Punchlist; and provided further, in no event shall the Base Rent Commencement Date occur prior to April 1, 2023, even if Tenant has commenced its business operations in the Premises and the Contractor for securityLease Commencement Date occurs prior to January 1, maintenance, heat, utilities, damage 2023. Tenant may access the Premises not earlier than 90 days prior to the Workproposed Lease Commencement Date for the purpose of installing furniture, warranty fixtures, equipment and insuranceracking, subject to approval as required by Berkeley County or any other applicable governmental authority; provided, however, that the foregoing activities shall not be deemed to constitute Tenant’s commencement of business operations. Failure to include an item on the punch list does Tenant and its agents and contractors will not alter the responsibility of the Contractor to complete all Work in accordance interfere with the terms completion of Landlord’s Work during any such early entry and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTcooperate fully with Landlord’s contractors.

Substantial Completion. “Substantial Completion” means Landlord shall cause the stage in Work to be "substantially completed" on or before the progress scheduled date of commencement of the Work when Term subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or designated portions thereof, may still require minor modifications shortages of materials or adjustments but, other problems in the Owner’s opinion, the Work has progressed to the point such that all parts obtaining materials necessary for performance of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered other matter beyond the control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially complete. When completed" for all purposes under this Work Letter and the Contractor considers Lease if and when Landlord's general contractor issues a written certificate to Landlord and Tenant certifying that the WorkWork has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the Working Drawings, or a portion thereof which when Tenant first takes occupancy of the Owner agrees to accept separately2006 Expansion Space, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially completewhichever first occurs. If the ODR does Work is not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items deemed to be substantially completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under scheduled date of the Commencement Date of the Term, (a) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and Landlord shall have no circumstances will liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the time for Substantial Completion exceed this event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Term shall be extended to the date without a written on which the Work is deemed to be substantially completed and the expiration date of the Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the Term, Tenant and Landlord shall execute and deliver an amendment to this Agreementthe Lease reflecting such extensions. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLandlord agrees to use reasonable diligence to complete all punchlist work listed in the aforesaid general contractor's certificate promptly after substantial completion.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by shall be the Owner. If earlier of ---------------------- (i) the issuance of a Temporary Certificate of Occupancy is required or its equivalent, from the appropriate governmental authority enabling Tenant to install its furnishings and equipment for the entire Leased Premises subject only to an written agreed punch list signed by public authorities having jurisdiction over Landlord and Tenant, or (ii) upon the Work, said certificate shall be issued before issuance of a Certificate by the Work or any portion thereof is considered substantially complete. When the Contractor considers Architect that the Work, or cost to complete the Tenant Finish Work will not exceed three percent (3%) of the total cost therefor subject to Tenant being able to install its furnishings and equipment for the entire Leased Premises and a portion thereof which written agreed punch list signed by Landlord and Tenant. Upon completion of the Owner agrees to accept separately, is substantially completeTenant Finish Work in the Leased Premises, the Contractor Landlord, Tenant and Architect shall notify Owner’s Designated Representative conduct a final walk-through in such Leased Premises to develop a punch list. Landlord shall give Tenant three (sometimes referred to 3) business days prior notice of such intended walk-through, and, so long as the “ODR”) intended walk-through is during normal business hours, failure of the Tenant to attend shall not prevent the compilation of the punch list for such Leased Premises by the Architect and request a determination as to whether the Work Landlord. During or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially completepromptly after each such walk-through, the ODR Architect will notify the Contractor giving reasons therefore. Failure assign a cost to each item on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities certify his figures. If the aggregate cost of the Owner and outstanding matters on such punch list exceeds three percent (3%) of the Contractor total cost for security, maintenance, heat, utilities, damage to the Tenant Finish Work, warranty the Leased Premises shall not be deemed to be Substantially Complete, and insuranceanother walk-through shall be done after another prior notice thereof by Landlord. Failure to include an item If the aggregate cost of the outstanding matters on the such punch list does not alter the responsibility is equal to or less than three percent (3%) of the Contractor to complete all total cost for the Tenant Finish Work in accordance with for the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Leased Premises, Tenant Finish Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment deemed to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTbe Substantially Complete.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor Xxxxxxxxx considers that the Work, or a portion thereof which the Owner agrees to accept separately, Project is substantially complete, the Contractor it shall notify OwnerOwner Representative that the Project is ready for a Substantial Completion inspection. Within five (5) business days of receipt of Developer’s Designated notice, the Owner Representative (sometimes referred will make an inspection to as the “ODR”) and request a determination as to determine whether the Work or designated portion thereof Project is substantially complete, and will compile a list of items needing completion or not in accordance with the Contract Documents which are required to be remedied in order to achieve Substantial Completion. If Developer shall, before issuance of the ODR does not consider the Work substantially completeCertificate of Substantial Completion, the ODR will notify the Contractor giving reasons thereforecomplete or correct such items. Failure to include an item on the Owner’s part to such list a reason does not alter the responsibility of the Contractor Developer to complete all Work work in accordance with the terms of this AgreementContract Documents. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor Developer shall then submit another a request for another inspection by the ODR Owner Representative to determine Substantial Completion. If The ODR considers Project shall be re-inspected by the Work substantially completeOwner Representative within two (2) business days of such notice. When the Owner Representative determines that the Project is Substantially Complete the Owner Representative will prepare, The ODR will prepare execute and deliver to Owner and the Trustee a certificate Certificate of Substantial Completion. The date Substantial Completion is considered to have been achieved is the date Developer requested the last inspection. The Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor Developer for security, maintenance, heat, utilities, insurance and damage to the Work, warranty and insurancework. Failure to include an item on the punch A list does not alter the responsibility of any outstanding Punchlist Items required for Final Completion of the Contractor to complete all Work in accordance with Project shall accompany the terms and conditions Certificate of this AgreementSubstantial Completion. The certificate Certificate of Substantial Completion shall be signed by the submitted to Developer and Owner and the Contractor to evidence for their written acceptance of the responsibilities assigned to them in such certificatetherein. Warranties required by the Contract Documents shall commence on the date of Substantial Completion (as defined unless otherwise provided in this agreement) for all stages the Certificate of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTCompletion.

Substantial Completion. “Substantially Completed” or “Substantial Completion” means that (i) Landlord has completed the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Base Building/Site Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare Final Building and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner Site Plans and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Finish Work in accordance with the terms Working Plans, except for (x) minor elements of construction or installation that will not unreasonably interfere with Tenant’s use of the Premises, including, without limitation, minor details of construction, or elements of site work or landscaping which, in each case, do not unreasonably interfere with Tenant’s use of the Premises (collectively, “Punch List Items”), and (y) any part of the Base Building/Site Work and/or the Finish Work that is not completed due to any Tenant Delay; and (ii) Landlord has obtained a valid temporary or permanent certificate of occupancy for the Premises, or alternatively, Landlord has completed all Base Building/Site Work and/or Finish Work necessary to entitle Landlord to the issuance of a temporary or permanent certificate of occupancy other than any Base Building/Site Work and/or Finish Work that is not completed due to any Tenant Delay. If Landlord obtains a temporary certificate of occupancy pursuant to clause (ii) of the preceding sentence, Landlord agrees to obtain a permanent certificate of occupancy as soon as reasonably practicable after the occurrence of the Commencement Date; provided, however, if Landlord has completed all Base Building/Site Work and Finish Work necessary to entitle Landlord to the issuance of a permanent certificate of occupancy, but Landlord has not obtained the permanent certificate of occupancy due to any Alterations undertaken by or on behalf of Tenant or any other action of Tenant or Tenant’s Visitors, then Landlord shall be relieved of its obligation to obtain the permanent certificate of occupancy until after Tenant completes all work and/or satisfies all conditions and requirements relating to the Alteration or action of this AgreementTenant or Tenant’s Visitors that are preventing Landlord from obtaining the permanent certificate of occupancy. The After Tenant completes such work and/or satisfies such conditions and requirements, Landlord shall, as soon as reasonably practicable thereafter, obtain the permanent certificate of occupancy. If the completion of the Base Building/Site Work and/or Finish Work is delayed due to any Tenant Delays, then the Commencement Date will be deemed to be the date that the Commencement Date would have occurred but for the actual number of days of Tenant Delay. Landlord shall give Tenant notice identifying any Tenant Delay within five (5) Business Days after Landlord obtains Actual EXHIBIT 10.57 Knowledge thereof, and, unless the Tenant Delay is still ongoing at the time of Landlord’s notice to Tenant, such notice shall include Landlord’s good faith estimate of the impact such Tenant Delay had or will have on the Abatement Date, Holdover Rent Date, Termination Outside Date and date of Substantial Completion. If the Tenant Delay is ongoing at the time of Landlord’s notice to Tenant advising Tenant of the Tenant Delay, Landlord shall notify Tenant of Landlord’s good faith estimate of the impact such Tenant Delay had or will have on the Abatement Date, Holdover Rent Date, Termination Outside Date and date of Substantial Completion within a reasonable period after the Tenant Delay ends. At the appropriate time during construction at which Landlord reasonably believes that Substantial Completion will occur within thirty (30) to sixty (60) days, Landlord shall be signed by the Owner and the Contractor give Tenant notice thereof advising Tenant that Landlord believes that Substantial Completion will occur within thirty (30) to evidence acceptance of the responsibilities assigned sixty (60) days. If Landlord requests prior to them in such certificate. Substantial Completion (as defined which request may be made either prior to or after the notice given to Tenant pursuant to the preceding sentence), Tenant shall reasonably cooperate with Landlord in inspecting the Premises with Landlord (and causing its architect to inspect the Premises) to identify and advise Landlord of any incomplete work or other items which Tenant believes are necessary to achieve Substantial Completion. Upon Landlord’s determination that Substantial Completion has been achieved, Landlord shall give Tenant notice thereof. If Tenant objects to any such determination made by Landlord, Tenant shall give Landlord notice, within four (4) Business Days after receiving Landlord’s notice, specifying in reasonable detail why Tenant believes Substantial Completion has not been achieved in accordance with this agreementSection and what work or other items need to be completed in order to achieve Substantial Completion. If Tenant fails to give such a disapproval notice within such four (4) Business Day period, then Tenant shall be deemed to have accepted Landlord’s determination that Substantial Completion has occurred. Within fifteen (15) days after Substantial Completion has occurred, Landlord and Tenant shall inspect the Premises together and jointly prepare a list of Punch List Items. Landlord shall promptly (but in no event later than sixty (60) days after the list has been agreed upon, subject to Excusable Delay and except for all stages elements of landscaping or other work that are delayed on account of cold or other adverse weather) complete the Punch List Items. If there is any Base Building/Site Work and/or Finish Work that is not completed at the time of the Work preparation of the initial list of Punch List Items, Tenant shall be achieved have the right, within forty five (45) days after the completion of such work, to request that Landlord inspect such work with Tenant. Within thirty (30) days after receipt of such request, Landlord and Tenant shall inspect such work and jointly prepare a supplemental list of Punch List Items. Landlord shall promptly (but in no event later than sixty (60) days after the list has been agreed upon, subject to Excusable Delay and except for elements of landscaping or other work that are delayed on account of cold or before other adverse weather) complete the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTsupplemental Punch List Items.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD 55 days from Notice to Proceed Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “Substantial Completion” “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Owner’s Designated Representative (sometimes referred to as the “ODR”“ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof thereof, which the Owner agrees to accept separately, is substantially completeComplete, the Contractor shall notify Owner’s Designated Representative (sometimes referred prepare and submit to as the “ODR”) Architect a comprehensive list of items to be completed and request a determination as corrected. The Contractor shall proceed promptly to whether complete and correct items on the Work or designated portion thereof is substantially completelist. If Failure to include an item on the ODR list does not consider the Work substantially complete, the ODR will notify relieve the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter of the responsibility of the Contractor to complete all Work in accordance with the terms Contract Documents. Upon receipt of this Agreementthe Contractor's list, the Architect will inspect, and with the approval of the Owner, determine whether the Work, or designated portion thereof, is Complete. After satisfactorily completing items identified by Owner’s Designated RepresentativeIf the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not in accordance with the requirements of the Contact Documents, the Contractor shall then submit another shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. The Contractor may request for additional inspections by the ODR Architect as may be reasonable to determine when Substantial CompletionCompletion has been achieved. If The ODR considers When the Work substantially completeor designated portion thereof, The ODR is Complete, the Architect will prepare and deliver a certificate Certificate of Substantial Completion which shall establish the date of Substantial CompletionCompletion and shall establish responsibilities of the Owner and Contractor for: • Security • Maintenance • Water, sewer, electric and other utilities • Damages to the Work; and • Insurance Responsibilities The Certificate shall include a punch list of items to be completed or corrected before final completion and final payment, shall also establish the time within which the Contractor shall finish all items on the punch list, and shall establish responsibilities list of incomplete Work or corrections otherwise necessary to meet the requirements of the Owner and Contract Documents. Warranties required by the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item Contract Documents shall commence on the punch list does not alter date of Substantial Completion, or designated portion thereof, unless otherwise provided in the responsibility Certificate of the Contractor to complete all Work in accordance with the terms and conditions of this AgreementSubstantial Completion. The certificate Certificate of Substantial Completion shall be signed by submitted to the Owner and the Contractor to evidence for their written acceptance of the responsibilities assigned to them in such certificateeach. Upon Substantial Completion (as defined in this agreement) for all stages of the Work, or designated portion thereof, and upon application by the Contractor, certification by the Architect, and approval by the Owner, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work shall be achieved on or before portion thereof as provided in the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. “Substantial Completion” means " or "Substantially Completed" as used herein shall mean both (a) delivery of written notice to Tenant of the stage completion of construction of the Tenant Improvements in the progress Premises pursuant to the approved T.I. Construction Documents with the exception of minor details of construction installation, decoration, or mechanical adjustments and punchlist items as certified to by Landlord, and (b) the issuance by the City of Carlsbad of a final inspection approval, certificate of occupancy, a temporary certificate of occupancy or some other authorization or Tenant has occupied and obtained the beneficial use of the Work when Premises. Substantial Completion shall be deemed to have occurred notwithstanding the Work, requirement to complete "punchlist" items or designated portions thereof, may still require minor modifications or adjustments but, similar corrective work. Tenant agrees that if Landlord shall be delayed in the Owner’s opinion, the Work has progressed causing such work to the point such that all parts be Substantially Completed as a result of any of the Work under consideration are fully operational and usable for intended purposesevents as defined below (referred to herein as a "Tenant Delay"), as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate then such delay shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of Tenant, and will result in the Contractor to complete all Work in accordance with Commencement Date of the terms Term being the earlier of: (i) Tenant's opening of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request Premises for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish business; (ii) the date of Substantial Completion or (iii) the date when Substantial Completion would have occurred if there had been no Tenant Delay, providing that Landlord shall not be required to work on an overtime basis in order to bring the Premises to Substantial Completion. For the purposes of this Work Letter, shall include a punch list of items Tenant Delay is defined as follows: (a) Tenant's failure to be completed comply with any time frames set forth herein or corrected before final completion and final paymentin the Lease, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities (b) any changes in any stage of the Owner T.I. Plans and Specifications requested by Tenant after Landlord's and Tenant's final approval of such stage, including, without limitation, any changes made to reduce the Contractor Cost Quotation pursuant to this Work Letter, (c) tenant's failure to furnish any documents required herein or approve any item or any cost estimates as required herein, (d) Tenant's request for securitymaterials, maintenancefinishes, heator installations other than Landlord's Building Standard items, utilities(e) Tenant's failure to perform any act or obligation imposed on Tenant by the Lease or this Work Letter as and when requested thereunder or hereunder, damage or any other delay otherwise caused by Tenant, its agents, employees or contractors which operates to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility delay Landlord's Substantial Completion of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed Tenant Improvements, as reasonably determined by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLandlord.

Substantial Completion. “Substantial Completion” means the stage in the progress of With respect to each SGF, when Contractor considers the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed for such SGF to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work Substantially Complete in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated RepresentativeContract Documents, the Contractor shall then submit another request issue to Owner and Authority Construction Monitor an Application for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, together with a Punch List prepared by Contractor for approval by Owner and Authority Construction Monitor, which Punch List shall include a punch list identify the items of items remaining Work to be completed or corrected before final completion prior to Final Completion. Owner and final paymentAuthority Construction Monitor shall, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities ten (10) Business Days of receipt of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time Application for Substantial Completion exceed this and Punch List, review the Work for the sole purpose of determining that it is Substantially Complete and in conformance with the SGF Specifications/Scope of Work, final Construction Documents and any Change Orders and review the Punch List to confirm its accuracy. If Owner and Authority Construction Monitor fail to respond to Contractor with its approval or disapproval of the Application for Substantial Completion and Punch List within such ten (10) Business Day period, then Contractor shall be entitled to a Change Order pursuant to ARTICLE 8 extending the Guaranteed Substantial Completion Date on a day for day basis for each day after such period that Owner and Authority Construction Monitor have not responded with approval or disapproval. In connection with such review, Owner and Authority Construction Monitor may give Notice to Contractor of additional actions necessary before the Work is Substantially Complete and/or any necessary modifications to the Punch List. Within twenty (20) days after receipt of Notice from Owner and Authority Construction Monitor that the Work is not Substantially Complete or that the Punch List needs modifications, or within a reasonable time if such non-compliance cannot be remedied within twenty (20) days, Contractor will promptly complete any incomplete items, remedy defective items and/or make such modifications to the Punch List (as applicable), after which Contractor shall submit a revised Application for Substantial Completion, together with the Punch List (revised as necessary). Owner and Authority Construction Monitor shall re-inspect all Work completed or remedied by Contractor and perform its evaluation and review of the Punch List within ten (10) Business Days of receipt by Owner and Authority Construction Monitor of such revised Application for Substantial Completion and Punch List. If Owner and Authority Construction Monitor fail to respond to Contractor with its approval or disapproval of the revised Application for Substantial Completion and Punch List within such ten (10) Business Day period, then Contractor shall be entitled to a Change Order pursuant to ARTICLE 8 extending the Guaranteed Substantial Completion Date on a day for day basis for each day after such period that Owner and Authority Construction Monitor have not responded with approval or disapproval. Once Owner and Authority Construction Monitor determine that the Work is Substantially Complete and the Punch List is in final form, Owner shall deliver a Substantial Completion Certificate to Contractor, which shall be deemed to have been delivered by Owner on the date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTthat the applicable Application for Substantial Completion and Punch List were issued by Contractor.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor CONTRACTOR considers that the Work, or a portion thereof thereof, which the Owner OWNER agrees to accept separately, is substantially completeSubstantially Complete, the Contractor CONTRACTOR shall notify Owner’s Designated Representative (sometimes referred prepare and submit to as the “ODR”) OWNER’S REPRESENTATIVE a comprehensive list of items to be completed and request a determination as corrected. The CONTRACTOR shall proceed promptly to whether complete and correct items on the Work or designated portion thereof is substantially completelist. If Failure to include an item on the ODR list does not consider relieve the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter CONTRACTOR of the responsibility of the Contractor to complete all Work in accordance with the terms Contract Documents. Upon receipt of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representativethe CONTRACTOR's list, the Contractor shall then submit another OWNER’S REPRESENTATIVE will make an inspection, and with the approval of the OWNER, determine whether the Work, or designated portion thereof, is Substantially Complete. If the OWNER’S REPRESENTATIVE's inspection discloses any item, whether or not included on the CONTRACTOR's list, which is not in accordance with the requirements of the Contact Documents, the CONTRACTOR shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the OWNER’S REPRESENTATIVE. The CONTRACTOR may request for additional inspections by the ODR OWNER’S REPRESENTATIVE as may be reasonable to determine when Substantial CompletionCompletion has been achieved. If The ODR considers When the Work substantially completeor designated portion thereof, The ODR is Substantially Complete, the OWNER’S REPRESENTATIVE will prepare and deliver a certificate Certificate of Substantial Completion which shall establish the date of Substantial CompletionCompletion and shall establish responsibilities of the OWNER and CONTRACTOR for: Security Maintenance Water, sewer, electric and other utilities Damages to the Work; and Insurance Responsibilities The Certificate shall include a punch list of items to be completed or corrected before final completion and final payment, shall also establish the time within which the Contractor CONTRACTOR shall finish all items on the punch list, and shall establish responsibilities list of incomplete Work or corrections otherwise necessary to meet the requirements of the Owner and Contract Documents. Warranties required by the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item Contract Documents shall commence on the punch list does not alter date of Substantial Completion, or designated portion thereof, unless otherwise provided in the responsibility Certificate of the Contractor to complete all Work in accordance with the terms and conditions of this AgreementSubstantial Completion. The certificate Certificate of Substantial Completion shall be signed by submitted to the Owner OWNER and the Contractor to evidence CONTRACTOR for their written acceptance of the responsibilities assigned to them in such certificateeach. Upon Substantial Completion (as defined in this agreement) for all stages of the Work, or designated portion thereof, and upon application by the CONTRACTOR, certification by the OWNER’S REPRESENTATIVE, and approval by the OWNER, the OWNER shall make payment, reflecting adjustment in retainage, if any, for such Work shall be achieved on or before portion thereof as provided in the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. “Substantial Completion” means Landlord shall cause the stage in the progress initial Part of the Work when to be "substantially completed" on or before the scheduled date of commencement of the term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or designated portions thereof, may still require minor modifications shortages of materials or adjustments but, other problems in the Owner’s opinion, the Work has progressed to the point such that all parts obtaining materials necessary for performance of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When other matter beyond the Contractor considers that control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the initial Part of the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as also subject to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion "Tenant Delays" (as defined and described in Paragraph 6 of this agreement) for all stages Work Letter). The initial Part of the Work shall be achieved deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the initial Part of the Work has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the Working Drawings, or when Tenant first takes occupancy of the Premises, whichever first occurs. If the initial Part of the Work is not deemed to be substantially completed on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under scheduled date of the commencement of the term of the Lease as specified in Section 1.05 of the Lease, (a) Landlord agrees to use reasonable efforts to complete the initial Part of the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and Landlord shall have no circumstances will liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the time for Substantial Completion exceed this event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Lease Term as specified in Section 1.05 of the Lease shall be extended to the date without a written on which the initial Part of the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.06 of the Lease shall be extended by an equal number of days. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the term of the Lease. Tenant and Landlord shall execute and deliver an amendment to this Agreementthe Lease reflecting such extensions. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLandlord agrees to use reasonable diligence to complete all punchlist work listed in the aforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Landlord’s Work shall be deemed substantially completed (“Substantially Completed” or “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but”) when, in the Owner’s opinionopinion of the construction manager (whether an employee or agent of Landlord or a third party construction manager, the “Construction Manager”), the Landlord’s Work has progressed to are substantially completed except for punch list items which do not prevent in any material way the point such that all parts use of the Work under consideration are fully operational and usable Premises for intended purposesthe purposes for which they were intended. In the event Tenant, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Workits employees, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Workagents, or a portion thereof which the Owner agrees to accept separatelycontractors cause, is substantially completedirectly or indirectly, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work construction or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility completion of the Contractor Landlord’s Work to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representativebe delayed, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by deemed to be the Owner and date that, in the Contractor to evidence acceptance opinion of the responsibilities assigned Construction Manager, Substantial Completion would have occurred if such delays or impairments had not taken place. Without limiting the foregoing, Tenant shall be solely responsible for delays caused by Tenant’s request for any changes in the plans, Tenant’s request for long lead items, Tenant’s failure to them in provide Landlord with reasonable access to the Premises to undertake the Landlord’s Work, and/or Tenant’s interference with the construction of the Landlord’s Work, and such certificatedelays shall not entitle Tenant to any abatement of rent or other rights of any kind. Substantial Completion (as defined in this agreement) is only material for all stages purposes of determining the completion of the Landlord’s Work and has no impact whatsoever on the Extended Term Commencement Date and/or Tenant’s other obligations under the Lease, including, without limitation, the obligation to pay rent. In no event shall Landlord have any obligation for any defects in the Landlord’s Work or any limitation on its use; provided, however, Landlord agrees, at Tenant’s cost, to seek enforcement of any warranty issued by any contractor or other party performing the Landlord’s Work. Landlord agrees to use commercially reasonable efforts to cause the Landlord’s Work to be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without performed in a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTgood and workmanlike manner.

Substantial Completion. “Substantial Completion” means the stage in the progress of Landlord shall cause the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved “substantially completed” on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will scheduled date of commencement of the time Term subject to Force Manure Delays and also subject to “Tenant Delays” (as defined and described in Paragraph 7 of this Work Letter). The Work shall be deemed to be “substantially completed” for Substantial Completion exceed all purposes under this date without Work Letter and the Lease if and when Landlord or Landlord’s contractor issues a written certificate to Tenant certifying that the Work has been substantially completed (i.e., completed except for “punch list” items listed in such certificate) in substantial compliance with the requirements of this Exhibit E. or when Tenant first takes occupancy of the Premises, whichever first occurs. If the Work is not deemed to be substantially completed on or before the scheduled date of the commencement of the Term, (a) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Exhibit E as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the event of Tenant Delays and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. At the request of either Landlord or Tenant in the event of Suez extensions in the commencement and expiration dates of the Term, Tenant and Landlord shall execute and deliver an amendment to the Lease reflecting such extensions. Landlord agrees to use reasonable diligence to complete all punch list work listed in the aforesaid certificate promptly after substantial completion. Notwithstanding any term or provision of the Lease to the Guaranty, in the event the Work is substantially completed prior to the Commencement Date set forth on the Data Sheet of this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLease, the Commencement Date of this Lease shall be the date Landlord tenders possession of the Premises to Tenant with the Work substantially completed.

Substantial Completion. “Substantial Completion” means When the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, Construction Manager considers that the Work has progressed reached Substantial Completion, it shall submit a request to the point such City’s Project Manager for a certificate of Substantial Completion. Substantial Completion must occur not later than the date set forth in the applicable GMP Amendment, subject to modification by changes in the Contract Time according to Article 6 below. A prerequisite for Substantial Completion, over and above the extent of construction completion required, is receipt by the City of acceptable documentation that Construction Manager has successfully tested and demonstrated all parts of systems for their intended uses. In consultation with the Project Designers, the City shall determine when the Project and the Construction Manager’s Work under consideration are fully operational and usable for intended purposes, as evidenced is substantially complete. The Substantial Completion date shall be confirmed by a Certificate of Substantial Completion approved signed by the OwnerCity and Construction Manager. If a The Certificate of Occupancy is required Substantial Completion shall state the respective responsibilities of the City and the Construction Manager for security, maintenance and damage to the work and insurance. The Certificate of Substantial Completion shall also include the Punch List as created by public authorities having jurisdiction over the Work, said certificate Construction Manager and modified by the Project Designers in consultation with the City and establish the time for completion and correction of all Punch List items. The Construction Manager shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees proceed promptly to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) complete and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons thereforecorrect Punch List items. Failure to include an item on the Owner’s part to list a reason Punch List does not alter the responsibility of the Contractor Construction Manager to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial CompletionContract Documents. If The ODR considers the Work substantially complete, The ODR will prepare City and deliver a certificate of the Construction Manager cannot agree as to the appropriate Substantial Completion which date, such issue shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor submitted for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work dispute resolution in accordance with the terms and conditions procedures set forth in Article 13 below. Notwithstanding such disagreement, the Construction Manager shall diligently proceed with completion of this Agreementthe Punch List items. The certificate of Warranties required by the Contract Documents shall commence on the Substantial Completion shall be signed by date or designated portion thereof unless otherwise provided in the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. “Substantial Completion” means Subcontractor shall provide services related to commissioning and interconnection of each system. DCRA approval and final DCRA inspection must be obtained. Subcontractor shall submit the stage below documentation to the Work Order Manager for review and approval using the agreed upon secure file transfer mechanism to show substantial completion of the project: • DCRA final inspection, testing, and approval of project matching the permitted system • Schedule and pass the DCSEU’s Quality Assurance and Quality Control inspection demonstrating successful completion of the project; • All operation, maintenance and parts manuals for the PV system(s), specification sheets, warranties, and as built design drawings. The manuals and materials must include a maintenance schedule, trouble shooting and safety precautions • Service plan provided to the homeowner and DCSEU • Proof that Pepco interconnection has been initiated The due date for Milestone 3 is MM DD, YYYY. Subcontractor will be paid the incentive amount upon completion and DCSEU acceptance of Milestone 3 documents. The incentive amount is subject to change depending on the installed system sizes. Notwithstanding the above, a Not-to-Exceed (NTE) amount for this Work Order has been established by the DCSEU. Subcontractor will be paid only for completed and verified work as outlined above. In no event will payment exceed the amounts listed above, nor will the total payment for this Work Order exceed the NTE amount of $XXXX (WRITTEN DOLLAR AMOUNT). Subcontractor will be paid at a rate of $X.XX for every 1 (one) watt of the installed capacity, not to exceed a total of XX kW. Subcontractor bears all risks for cost incurred by exceeding the quantities listed above, NTE or MLA without negotiating and executing an amendment to the existing NTE or MLA before the cost overrun occurs. ANY MILESTONE PAYMENT(S) ARE CONDITIONAL UPON SUBCONTRACTOR’S TIMELY COMPLETION OF ALL MILESTONES, COMPLETION OF INTERCONNECTION BY INSERT, AND THE ABILITY TO DELIVER 15 YEARS OF SYSTEM OUTPUT. IN THE EVENT THAT SUBCONTRACTOR DOES NOT COMPLETE ALL MILESTONES BY INSERT, ANY MILESTONE PAYMENT(S) PAID TO SUBCONTRACTOR SHALL BE PROMPTLY REPAID TO THE DCSEU. IN THE EVENT THAT INTERCONNECTION IS NOT COMPLETED BYINSERT, ANY MILESTONE PAYMENT(S) PAID TO SUBCONTRACTOR SHALL BE PROMPTLY REPAID TO THE DCSEU. Subcontractor acknowledges that there is no assurance of funding availability past September 30, 2019, Subcontractor’s obligation to repay any incentive payments received in the progress event that Subcontractor does not timely complete the any milestone or does not complete system interconnection by INSERT , shall be secured by a collateral assignment of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, permits and project documents and by a security interest in the Owner’s opinion, the Work has progressed personal property relating to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTapplicable PV system.

Substantial Completion. “Substantial Completion” means the stage in the progress of (a) Landlord shall use commercially reasonable efforts to cause the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved "substantially completed" on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will Second Additional Space Commencement Date, subject to delays described in Section 27.04 of the time Original Lease and delays described in Paragraph 6 of this Work Letter Agreement. The Work shall be considered "substantially completed" for Substantial Completion exceed all purposes under this date without Work Letter Agreement and the Lease if and when Landlord's architect issues a written amendment certificate to this AgreementLandlord and Tenant, certifying that the Work has been completed (except for minor finish-out and "punchlist" items) in substantial compliance with the Plan and, if applicable, the Working Drawings, or when Tenant first takes occupancy of the Second Additional Space, whichever first occurs. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENTWhen Landlord is of the opinion that the Work is substantially completed, then Landlord shall so notify Tenant. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTTenant agrees that upon such notification, Tenant will promptly (and not later than three (3) days after the day of Landlord's notice and in any event prior to Tenant moving its equipment and property into the Second Additional Space) inspect the Second Additional Space and execute Landlord's standard punch list ("Punch List") which shall identify any uncompleted portions of the Work. Tenant agrees that at the request of Landlord from time to time thereafter, Tenant shall promptly furnish to Landlord a revised Punch List reflecting the completion of any prior Punch List items. It is mutually agreed that if the Punch List or any revised Punch List consist only of items the non-completion of which would not materially impair Tenant's use or occupancy of the Second Additional Space or the Work is otherwise substantially completed, then, in such event, the Second Additional Space shall be deemed to be complete and Tenant will acknowledge in writing that the Second Additional Space are complete and accept possession of the Second Additional Space. If Tenant fails to conduct such inspection or execute the Punch List, Landlord is authorized to complete and sign the Punch List on behalf of Tenant, which as so completed shall be binding upon Tenant.

Substantial Completion. “Substantial Completion” means As used herein, the stage term "SUBSTANTIALLY COMPLETED" shall mean (i) that in the progress opinion of the Work when architect or space planner that prepared the WorkFinal Plans set forth in a certificate of substantial completion, such improvements have been completed in accordance with the Final Plans and the Legal Requirements applicable to temporary certificates of occupancy and the Premises are in good and satisfactory condition subject only to completion of minor punch list items; and (ii) the City of Carrollton shall have issued its temporary certificate of occupancy for such improvements (or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed other City consent to the point such that all parts Lessee's occupancy of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by Premises). The date the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate last such event occurs shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Workdate on which substantial completion shall be deemed to occur, or subject to a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a different determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this AgreementParagraph 1. After satisfactorily completing items identified by Owner’s Designated RepresentativeUpon Lessor's request, Lessee shall execute and deliver to Lessor a Letter of Acceptance of delivery of the Contractor Premises. As soon as the Improvements have been substantially completed, Lessor shall then submit another request for the ODR to determine Substantial Completionso notify Lessee. If The ODR considers Lessee wishes to dispute that the Work Improvements have been completed substantially completein accordance with the Final Plans, The ODR will prepare Lessee shall notify Lessor within fifteen (15) days after Lessor's notice of substantial completion, providing the specific grounds for Lessee's determination. Lessor and deliver a certificate of Substantial Completion which Lessee shall establish attempt to resolve their disagreements as to substantial completion promptly, but if they are unable to do so within thirty (30) days after Lessee's notice to Lessor, either party shall have the right thereafter to commence Binding Arbitration to resolve the dispute as to substantial completion and determine the date of Substantial Completionsubstantial completion as well as the parties' rights and obligations under this Lease determined by such date, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with and subject to the terms and conditions of this AgreementLease. The certificate date determined by the arbitrator through Binding Arbitration, with reference to the terms and conditions of Substantial Completion this Lease relevant to substantial completion? shall be signed the date of substantial completion under this Lease for all purposes, and the parties shall be otherwise bound by the Owner and award entered in the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTBinding Arbitration.

Substantial Completion. “Subject to the provisions of Section 1.13 hereof, "Substantial Completion” means " shall mean the stage point in the progress of the Work Property when construction is sufficiently complete so that no item of work remaining to be Performed would prevent Tenant from using the WorkProperty for the purposes contemplated by this Lease. Landlord shall, or designated portions thereofas construction of the Property nears completion, provide Tenant with advance notice of the approximate date at which Substantial Completion may still require minor modifications or adjustments butoccur. Then, in upon notification by Xxxxxxxx that he considers the Owner’s opinion, the Work has progressed Property according to the point such that all parts of the Work under consideration are fully operational Plans and usable for intended purposes, Specifications as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is being substantially complete, Tenant and Landlord's engineer ("Engineer") shall promptly inspect the Contractor shall notify Owner’s Designated Representative (sometimes referred Property and the Plans and Specifications to as the “ODR”) and request a determination as to determine whether the Work or designated portion thereof it is substantially complete. If the ODR does not consider Engineer reasonably determines and Tenant reasonably agrees that the Work Plans and Specifications are substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list he or she shall issue a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate Certificate of Substantial Completion indicating that substantial completion has been achieved. If Tenant reasonably disagrees or if the Engineer's inspection discloses any item which prevents a determination of substantial completion ("Major Item"), then Landlord shall establish complete such item before the date Engineer issues his Certificate of Substantial Completion or call for arbitration as set forth in subparagraph (d). Landlord shall execute and record a Notice of Completion within fifteen (15) days after Substantial Completion of the Work. Xxxxxxxx agrees to furnish in connection with the Engineer's issuance of the Certificate of Substantial Completion, shall include a punch list of items Conditional Lien Waiver and Release Forms Upon Final Payment which conform to be completed or corrected before final completion Civil Code Section 3262, for work, labor and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work materials used in accordance with the terms and conditions performance of this AgreementLease, from Landlord and each subcontractor and supplier that has served a preliminary 20-day notice. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.Initials ----- -----

Substantial Completion. “Substantial Completion” means When the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, Contractor considers that the Work has progressed reached Substantial Completion, it shall submit a request to the point such Town’s Project Manager for a certificate of Substantial Completion. Substantial Completion must occur not later than the date set forth in the applicable GMP Amendment, subject to modification by changes in the Contract Time according to Article 6 below. A prerequisite for Substantial Completion, over and above the extent of construction completion required, is receipt by the Town of acceptable documentation that Contractor has successfully tested and demonstrated all parts of systems for their intended uses. The Town shall determine when the Project and the Contractor’s Work under consideration are fully operational and usable for intended purposes, as evidenced is substantially complete. The Substantial Completion date shall be confirmed by a Certificate of Substantial Completion approved signed by the OwnerTown and Contractor. If a The Certificate of Occupancy is required by public authorities having jurisdiction over Substantial Completion shall state the Work, said certificate shall be issued before respective responsibilities of the Work or any portion thereof is considered substantially complete. When Town and the Contractor considers that for security, maintenance and damage to the Work, or a portion thereof which work and insurance. The Certificate of Substantial Completion shall also include the Owner agrees to accept separately, is substantially complete, Punch List as created by the Contractor and modified by the Project Designers in consultation with the Town and establish the time for completion and correction of all Punch List items. The Contractor shall notify Owner’s Designated Representative (sometimes referred proceed promptly to as the “ODR”) complete and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons thereforecorrect Punch List items. Failure to include an item on the Owner’s part to list a reason Punch List does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this AgreementContract Documents. After satisfactorily completing items identified by Owner’s Designated RepresentativeIf the Town and the Contractor cannot agree as to the appropriate Substantial Completion date, such issue shall be submitted for dispute resolution in accordance with the procedures set forth in Article 13 below. Notwithstanding such disagreement, the Contractor shall then submit another request for diligently proceed with completion of the ODR to determine Substantial CompletionPunch List items. If The ODR considers Warranties required by the Work substantially complete, The ODR will prepare and deliver a certificate of Contract Documents shall commence on the Substantial Completion which shall establish date or designated portion thereof unless otherwise provided in the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. “Substantial Completion” means Landlord shall cause the stage in Work to be "substantially completed" on or before the progress scheduled date of commencement of the Work when term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or designated portions thereof, may still require minor modifications shortages of materials or adjustments but, other problems in the Owner’s opinion, the Work has progressed to the point such that all parts obtaining materials necessary for performance of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered other matter beyond the control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially complete. When completed" for all purposes under this Work Letter and the Contractor considers Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the WorkWork has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the Working Drawings, or a portion thereof which when Tenant first takes occupancy of the Owner agrees to accept separatelyPremises, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially completewhichever first occurs. If the ODR does Work is not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items deemed to be substantially completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under scheduled date of the commencement of the term of the Lease as specified in Section 1.05 of the Lease, (a) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and Landlord shall have no circumstances will liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the time for Substantial Completion exceed this event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Lease Term as specified in Section 1.05 of the Lease shall be extended to the date without a written amendment on which the Work is deemed to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.06 of the

Substantial Completion. “Substantial Completion shall be determined by the Building Project Architect with the concurrence of the RURCBOG Representative (if so requested by RURCBOG) and RURCBOG, and evidenced by the Building Project Architect's certification of Substantial Completion” means , in form and substance reasonably satisfactory to RURCBOG and countersigned by the stage in RURCBOG Representative. Following the progress issuance of a temporary Certificate of Occupancy by the City for the Building Project and when the Owner's Representative considers that the Building Project is Substantially Complete, it shall so notify RURCBOG whereupon RURCBOG will inspect the Building Project to determine whether the Building Project is Substantially Complete. If said inspection discloses any item which prevents the Building Project from being certified as Substantially Complete, the Owner's Representative shall, before issuance of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved Completion, cause such item to be corrected by the OwnerGeneral Contractor. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially completeIn such case, the Contractor shall notify Owner’s Designated 's Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another a request for the ODR another inspection to determine Substantial Completion. If The ODR considers When the Work substantially complete, The ODR Building Project is Substantially Complete the Building Project Architect will prepare and deliver issue a certificate Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner RURCBOG and the Contractor Owner's Representative, as applicable, for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure The Certificate of Substantial Completion shall also include a punch list of Work to include an item be completed, and shall fix the time within which the Owner's Representative shall finish all items on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate warranties provided pursuant to the Construction Contract shall commence on the date of Final Completion of Project unless otherwise provided in the Certificate of Substantial Completion Completion. Additional Assurances sufficient to cover the cost of such punch list items shall be signed by the Owner and the Contractor remain available to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTRURCBOG until their completion.

Substantial Completion. “Final Completion of Landlord’s Work. Landlord shall provide Tenant with written notice when Landlord believes that Substantial Completion” means the stage in the progress Completion of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the OwnerLandlord’s opinion, the Work has progressed been achieved, along with appropriate documentation to evidence the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced same. Such notice shall be accompanied by a Certificate list of items (the “Punchlist Items”) to be completed or corrected. Promptly following delivery of such notice of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Landlord’s Work, said certificate duly authorized representatives of Landlord and Tenant shall jointly inspect the Landlord’s Work. The Punchlist shall be issued before subject to review and approval by Tenant following such joint inspection. In the Work or any portion thereof is considered substantially complete. When the Contractor considers event that the Workparties shall disagree on whether any item is properly included as part of the Punchlist Items, or a portion thereof and the parties are unable to reach agreement thereon within five (5) business days after such joint inspection, either party may submit such disagreement to the Project Architect for final determination, which determination of the Owner agrees Project Architect shall be binding upon Landlord and Tenant. Notwithstanding anything to accept separately, is substantially completethe contrary set forth herein, the Contractor shall notify Owner’s Designated Representative (sometimes referred failure to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure include an item on the Owner’s part to list a reason Punchlist does not alter the responsibility of the Contractor Landlord to complete all of Landlord’s Work in accordance with the terms Contract Documents. Landlord shall complete the Punchlist Items on or before the date that is thirty (30) business days after achieving Substantial Completion of this Agreement. After satisfactorily completing items identified by OwnerLandlord’s Designated RepresentativeWork; provided, the Contractor however, that Landlord shall then submit another request for the ODR have such additional time as may reasonably be required with diligent efforts to determine Substantial Completioncomplete Punchlist Items of a seasonal nature (such as landscaping) which cannot or should not be performed until a later date, special order items, or other materials or workmanship delayed beyond Landlord’s control. If The ODR considers Landlord shall not complete all required Punchlist Items (excluding the Work substantially completeforegoing seasonal related items, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish special order items, or other materials or workmanship delayed beyond Landlord’s control, however) within such thirty (30) business day period, the date of Substantial CompletionCompletion of Landlord’s Work shall be deemed extended by the number of days of such delay, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage except to the Work, warranty extent that Tenant wrongfully interferes with Landlord in completing such Punchlist Items and insurance. Failure Landlord shall continue to include an item on diligently pursue the punch list does not alter the responsibility completion of the Contractor Landlord’s Work to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Final Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work without material interruption. Landlord shall cause Project Architect to issue a Certificate of Final Completion of Landlord’s Work after the completion of the Punchlist Items and such certificate date shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT“Date of Final Completion” hereunder.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the WorkSeller shall use commercially reasonable efforts to obtain, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of cause the Contractor to complete obtain, a building permit and all Work other permits, licenses and approvals of governmental authorities required for the construction, equipping and furnishing of the Hotel in accordance with the terms Plans and Specifications and this Contract. Seller shall diligently pursue construction of the Hotel in accordance with this Agreement. After satisfactorily completing items identified by Owner’s Designated RepresentativeContract and, subject to Force Majeure, shall cause the Contractor to Substantially Complete the Hotel no later than 425 days after the commencement of the Review Period (the “Substantial Completion Date”). Seller shall then submit another request for notify Buyer within three (3) Business Days after the ODR occurrence of any Force Majeure and shall keep Buyer informed as to determine the nature and extent of the Force Majeure and the estimated length of any anticipated delay in Substantial Completion. If The ODR considers Seller fails to Substantially Complete the Work substantially complete, The ODR will prepare and deliver a certificate of Hotel by the Substantial Completion which Date as a result of Force Majeure, this Contract shall establish not terminate but the Substantial Completion Date shall be extended to a date reasonably agreed upon in writing by Buyer and Seller taking into account such Force Majeure. If Seller fails to Substantially Complete the Hotel by the Substantial Completion Date as a result of any act, omission or event other than Force Majeure or default by Seller, but the Hotel is Substantially Completed within one hundred twenty (120) days after the Substantial Completion Date, Buyer shall receive a Purchase Price credit equal to One Thousand Five Hundred Dollars ($1,500) per day for each day (up to one hundred twenty (120) days) that expire after the Substantial Completion Date, and the Substantial Completion Date shall be extended to the date the Hotel is Substantially Completed. If Seller fails to Substantially Complete the Hotel by the end of Substantial Completionsuch one hundred twenty (120) day period other than as a result of any act, omission or event other than Force Majeure or default by Seller, Buyer, in its sole and absolute discretion, shall include a punch list have the right (a) to terminate this Contract by written notice to Seller given within three (3) Business Days after the expiration of items such one hundred twenty (120) day period, in which event the Xxxxxxx Money Deposit shall be returned to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch listBuyer as its sole remedy in connection with such termination, and thereafter both Buyer and Seller shall establish responsibilities thereupon be released from all obligations with respect to this Contract or (b) to treat this Contract as being in full force and effect, in which event Buyer shall receive a Purchase Price credit at Closing in the amount of the Owner One Hundred Eighty Thousand Dollars ($180,000), and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion Date shall be signed extended to a date reasonably agreed upon in writing by the Owner Buyer and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTSeller.

Substantial Completion. “Substantial Completion” means " of the stage Improvement shall not have occurred until (i) Landlord's architect, Xxxxxxxx Xxxxxxx/Architects, Inc. (the "Architect") shall have delivered to Landlord and Tenant a written certificate stating that all of the Improvements have been substantially completed in substantial accordance with the Construction Documents, except for the Punch List Items; and (ii) a certificate of occupancy has been issued allowing Tenant to occupy and use the Leased Premises; provided, however, that if the reason that a certificate of occupancy has not or cannot be issued is (A) because of work yet to be performed by Tenant (E.G., Tenant's Work (hereinafter defined)), or (B) due to Tenant Delays, then the failure or inability to obtain a certificate of occupancy shall not delay or prevent the occurrence of Substantial Completion. The term "Punch List Items" shall mean details of construction, decoration, and mechanical adjustment which are part of the Improvements and which in the progress aggregate, are minor in character and do not materially interfere with the Tenant's use or enjoyment of the Work when Leased Premises. Landlord shall give Tenant not less than ten (10) days notice of the Workdate upon which Landlord estimates Substantial Completion to be achieved. Upon receipt of Landlord's notification, or designated portions thereofTenant shall verbally notify Landlord of the date Tenant intends to make a walk-through inspection of the Leased Premises, may still require minor modifications or adjustments but, such date to be on the date specified in Landlord's notice for the Owner’s opinionestimated occurrence of Substantial Completion. The EXHIBIT 10.43 Architect, the Work has progressed Contractor, Landlord's project representative and Tenant's project representative shall meet to the point such that all parts review and approve of the Work under consideration are fully operational and usable for intended purposesmatters to be included as Punch List Items, as evidenced by a Certificate of Substantial Completion approved by the Ownerwhich approvals shall not be unreasonably withheld. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate Punch List Items shall be issued before the Work or any portion thereof is considered substantially completecompleted by Landlord at Landlord's expense. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor Landlord shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor use its best efforts to complete all Work in accordance with of the terms Punch List Items within thirty (30) days after the occurrence of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers At the Work substantially completeconclusion of the walk-through inspection, The ODR Tenant will prepare be deemed to have acknowledged that, subject only to Landlord's completion of the Punch List Items, (i) it has inspected and deliver a certificate of Substantial Completion accepts the Leased Premises, (ii) the Leased Premises is suitable for the purpose for which shall establish it is leased, (iii) the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion Leased Premises is in good and final payment, shall establish the time within which the Contractor shall finish the punch listsatisfactory condition, and shall establish responsibilities (iv) no representations as to the repair of the Owner and Leased Premises, nor promises to alter, remodel or improve the Contractor for security, maintenance, heat, utilities, damage to Leased Premises which have been made by Landlord remain unsatisfied. At the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility conclusion of the Contractor walk-through inspection Tenant further agrees to complete all Work execute an Acceptance of Leased Premises Memorandum in accordance with the terms form attached hereto and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance made a part hereof as EXHIBIT "D", whereupon possession of the responsibilities assigned Leased Premises will be delivered to them in such certificateTenant and Tenant will be deemed to have accepted the Leased Premises, and Tenant may thereafter occupy the Leased Premises. Substantial Completion (as defined in this agreement) for all stages Tenant's failure to conduct a walk-through inspection or execute the Acceptance of Leased Premises Memorandum will not delay the occurrence of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTCommencement Date.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof thereof, which the Owner agrees to accept separately, is substantially completeSubstantially Complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred prepare and submit to as the “ODR”) Owner a comprehensive list of items to be completed and request a determination as corrected. The Contractor shall proceed promptly to whether complete and correct items on the Work or designated portion thereof is substantially completelist. If Failure to include an item on the ODR list does not consider the Work substantially complete, the ODR will notify relieve the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter of the responsibility of the Contractor to complete all Work in accordance with the terms Contract Documents. Upon receipt of this Agreementthe Contractor's list, the Architect will make an inspection, and with the approval of the Owner, determine whether the Work, or designated portion thereof, is Substantially Complete. After satisfactorily completing items identified by If the Owner’s Designated Representativeinspection discloses any item, whether or not included on the Contractor's list, which is not in accordance with the requirements of the Contact Documents, the Contractor shall then submit another shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. The Contractor may request for additional inspections by the ODR Architect as may be reasonable to determine when Substantial CompletionCompletion has been achieved. If The ODR considers When the Work substantially completeor designated portion thereof, The ODR is Substantially Complete, the Architect will prepare and deliver a certificate Certificate of Substantial Completion which shall establish the date of Substantial CompletionCompletion and shall establish responsibilities of the Owner and Contractor for: • Security • Maintenance • Water, sewer, electric and other utilities • Damages to the Work; and • Insurance Responsibilities The Certificate shall include a punch list of items to be completed or corrected before final completion and final payment, shall also establish the time within which the Contractor shall finish all items on the punch list, and shall establish responsibilities list of incomplete Work or corrections otherwise necessary to meet the requirements of the Owner and Contract Documents. Warranties required by the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item Contract Documents shall commence on the punch list does not alter date of Substantial Completion, or designated portion thereof, unless otherwise provided in the responsibility Certificate of the Contractor to complete all Work in accordance with the terms and conditions of this AgreementSubstantial Completion. The certificate Certificate of Substantial Completion shall be signed by submitted to the Owner and the Contractor to evidence for their written acceptance of the responsibilities assigned to them in such certificateeach. Upon Substantial Completion (as defined in this agreement) for all stages of the Work, or designated portion thereof, and upon application by the Contractor, certification and approval by the Owner, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work shall be achieved on or before portion thereof as provided in the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point At such that all parts of the Work under consideration are fully operational and usable for intended purposes, time as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that Substantial Completion of the Work, or a portion thereof which the Owner agrees to accept separately, is substantially completeWork has been accomplished, the Contractor shall notify Owner’s Designated Representative (sometimes referred will prepare for submission to as the “ODR”) Owner a written punch list of items which need to be completed or corrected, and request a determination as will state in writing the time period in which such items will be completed or corrected. The failure to whether include any items on the Work or designated portion thereof is substantially complete. If the ODR punch list does not consider the Work substantially completewaive, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the or vary any responsibility of the Contractor to complete all the Work in accordance with the terms Contract Documents. Within twenty (20) days of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representativereceipt of the written punch list, the Contractor shall Owner will (i) then submit another request for inspect the ODR Work to determine if Substantial Completion. If The ODR considers Completion of the Work substantially completehas been achieved, The ODR will prepare (ii) review the accuracy and deliver a certificate completeness of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities (iii) respond in writing to the punch list. Upon the agreement of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility that Substantial Completion of the Contractor to complete all Work has been achieved, the Owner will make such payments, if any, as are due upon Substantial Completion in accordance with the terms Job Progress Schedule. All punch list items will be completed promptly and conditions of this Agreement. The certificate of in accordance with the schedule agreed to by Owner or if unscheduled corrected within twenty (20) calendar days after the date that the Owner agrees that Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on has been achieved. Owner may correct any punchlist item not completed or before corrected upon twenty (20) days prior written notice to Contractor and apply Contractor's retainage to pay for completion or correction, provided that the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will punch list items were not performed in accordance with the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTschedule.

Substantial Completion. “X. Xxxxx to final payment, CONTRACTOR may, in writing to CITY and Engineer, certify that the entire Project or part thereof is Substantially Complete and request that Engineer issue a notice of Substantial Completion” means the stage in the progress . Within a reasonable time thereafter, CITY, CONTRACTOR and Engineer shall make an inspection of the Work when Project to determine the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts status of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Ownercompletion. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR Engineer does not consider the Work Project (or part thereof) substantially complete, the ODR it will notify the Contractor CONTRACTOR in writing giving its reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR Engineer considers the Work Project (or part thereof) substantially complete, The ODR it will prepare and deliver to CITY a certificate tentative notice of Substantial Completion which shall establish fix the date of Substantial CompletionCompletion and the responsibilities between CITY and CONTRACTOR for maintenance, heat and utilities. There shall include be attached to the notice a punch tentative list of items to be completed or corrected before final completion and final payment, and the notice shall establish fix the time within which such items shall be completed or corrected, said time to be within the Contractor Contract Time. CITY shall finish the punch list, and shall establish responsibilities have ten (10) days after receipt of the Owner tentative notice to review, approve or disapprove the tentative notice. If, after considering CITY'S objections, Engineer concludes that the Project is not Substantially Complete, it will notify CONTRACTOR in writing stating its reasons therefore. If, after CITY's review and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility approval of the Contractor tentative notice, the Engineer considers the PROJECT Substantially Complete it will, within fifteen (15) days, execute and deliver to complete all Work in accordance with the terms CITY and conditions of this Agreement. The certificate CONTRACTOR a definitive notice of Substantial Completion shall (with a revised list of items to be signed by completed or corrected) reflecting such changes from the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (tentative notice as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTit believes justified.

Substantial Completion. “Substantial Completion” means Completion is the stage in the progress of the Work Project when the Work, Project or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially completesufficiently complete in accordance with the Contract Documents so that the Customer can utilize the Work for its intended use. When the Contractor XXX considers that the Work, or a portion thereof which the Owner agrees to accept separately, an individual Project is substantially complete, XXX shall prepare and submit to the Contractor shall notify OwnerCustomer a comprehensive list of items to be completed or corrected prior to final payment. Upon receipt of WES's list, the Customer shall, within seven days, inspect the Work to formulate the Customer’s Designated Representative (sometimes referred Punch List and to as the “ODR”) and request a determination as to determine whether the Work or designated portion thereof is substantially complete. If the ODR does Customer’s inspection discloses any item, whether or not consider the Work substantially completeincluded on WES's list, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does which is not alter the responsibility of the Contractor to sufficiently complete all Work in accordance with the terms Contract Documents so that the Customer can utilize the Project or designated portion thereof for its intended use, XXX shall, before issuance of this Agreementthe Certificate of Substantial Completion, complete or correct such item upon notification by the Customer. After satisfactorily completing items identified by Owner’s Designated RepresentativeIn such case, the Contractor XXX shall then submit another a request for another inspection by the ODR Customer to determine Substantial Completion. If The ODR considers When the Work or designated portion thereof is substantially complete, The ODR XXX will prepare and deliver a certificate Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner Customer and the Contractor XXX for security, maintenance, heat, utilities, damage to the Work, warranty Project and insurance. Failure to include an item , and shall fix the time within which XXX shall finish all items on the punch list does not alter accompanying the responsibility Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Contractor to complete all Work Project or designated portion thereof unless otherwise provided in accordance with the terms and conditions Certificate of this AgreementSubstantial Completion. The certificate Certificate of Substantial Completion shall be signed by submitted to the Owner and the Contractor to evidence Customer for their written acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTCertificate.

Substantial Completion. “Substantial Completion” means the stage in the progress " of the Improvement shall not have occurred until (i) Landlord's architect, Halff & Associates (the "Architect") shall have delivered to Landlord and Tenant a written certificate stating that all of the Improvements have been substantially completed in substantial accordance with the Construction Documents, except for the Punch List Items; and (ii) a certificate of occupancy has been issued allowing Tenant to occupy and use the Leased Premises; provided, however, that if the reason that a certificate of occupancy has not or cannot be issued is (A) because of work yet to be performed by Tenant (E.G., Tenant's Work when the Work(hereinafter defined)), or designated portions thereof(B) due to Tenant Delays, may still require minor modifications then the failure or adjustments but, in inability to obtain a certificate of occupancy shall not delay or prevent the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate occurrence of Substantial Completion approved by . The term "Punch List Items" shall mean details of construction, decoration, and mechanical adjustment which are part of the OwnerImprovements and which in the aggregate, are minor in character and do not materially interfere with the Tenant's use or enjoyment of the Leased Premises. If Landlord shall give Tenant not less than ten (10) days notice of the date upon which Landlord estimates Substantial Completion to be achieved. Upon receipt of Landlord's notification, Tenant shall verbally notify Landlord of the date Tenant intends to make a Certificate walk-through inspection of Occupancy is required by public authorities having jurisdiction over the WorkLeased Premises, said certificate such date to be on the date specified in Landlord's notice for the estimated occurrence of Substantial Completion. The Architect, the Contractor, Landlord's project representative and Tenant's project representative shall meet to review and approve of the matters to be included as Punch List Items, which approvals shall not be unreasonably withheld. Punch List Items shall be issued before the Work or any portion thereof is considered substantially completecompleted by Landlord at Landlord's expense. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor Landlord shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor use its best efforts to complete all Work in accordance with of the terms Punch List Items within thirty (30) days after the occurrence of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers At the Work substantially completeconclusion of the walk-through inspection, The ODR Tenant will prepare be deemed to have acknowledged that, subject only to Landlord's completion of the Punch List Items, (i) it has inspected and deliver a certificate of Substantial Completion accepts the Leased Premises, (ii) the Leased Premises is suitable for the purpose for which shall establish it is leased, (iii) the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion Leased Premises is in good and final payment, shall establish the time within which the Contractor shall finish the punch listsatisfactory condition, and shall establish responsibilities (iv) no representations as to the repair of the Owner and Leased Premises, nor promises to alter, remodel or improve the Contractor for security, maintenance, heat, utilities, damage to Leased Premises which have been made by Landlord remain unsatisfied. At the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility conclusion of the Contractor walk-through inspection Tenant further agrees to complete all Work execute an Acceptance of Leased Premises Memorandum in accordance with the terms form attached hereto and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance made a part hereof as EXHIBIT "D", whereupon possession of the responsibilities assigned Leased Premises will be delivered to them in such certificateTenant and Tenant will be deemed to have accepted the Leased Premises, and Tenant may thereafter occupy the Leased Premises. Substantial Completion (as defined in this agreement) for all stages Tenant's failure to conduct a walk-through inspection or execute the Acceptance of Leased Premises Memorandum will not delay the occurrence of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTCommencement Date.

Substantial Completion. “When CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify UTILITIES in writing that the entire Work is substantially complete (except for items specifically listed by CONTRACTOR as incomplete) and request that UTILITIES issue a certificate of Substantial Completion” means the stage in the progress . Promptly thereafter, UTILITIES’ REPRESENTATIVE and CONTRACTOR shall make an inspection of the Work when to determine the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts status of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Ownercompletion. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR UTILITIES’ REPRESENTATIVE does not consider the Work substantially complete, the ODR UTILITIES will notify CONTRACTOR in writing giving the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR UTILITIES’ REPRESENTATIVE considers the Work substantially complete, The ODR UTILITIES’ REPRESENTATIVE will prepare and deliver a certificate of Substantial Completion which shall establish fix the date of Substantial Completion, . There shall include be attached to the certificate a punch tentative list of items to be completed or corrected before final completion payment. UTILITIES shall have the right to exclude CONTRACTOR from the Site after the date of Substantial Completion, but UTILITIES shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. UTILITIES and final paymentCONTRACTOR, shall establish the because time within which the Contractor shall finish the punch list, and shall establish responsibilities is of the Owner essence of this Agreement, acknowledge and agree that UTILITIES will suffer financial loss if the Contractor for securityWork is not completed within the times specified above, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include plus any extensions thereof allowed by an item on the punch list does not alter the responsibility of the Contractor to complete all Work authorized written Change in accordance with the terms procedures set out in this Contract. They also recognize the delays, expense and conditions difficulties involved in proving the actual loss suffered by UTILITIES if the Work is not completed on time. Accordingly, instead of this Agreement. The certificate of Substantial Completion requiring any such proof, UTILITIES and CONTRACTOR agree that as reasonable and acceptable liquidated damages for delay (but not as a penalty), CONTRACTOR shall be signed by pay UTILITIES dollars ($ ) for each day that expires after the Owner and the Contractor to evidence acceptance time specified above for completion of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTWork.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD 35 days from the Notice to Proceed Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. The terms “Substantial CompletionCompletion of Additional Expansion Premises” means the stage in the progress or “Substantially Completed” shall mean that state of completion of the Additional Expansion Work when which will, except for any improvements or work to be performed by Tenant, allow Tenant to utilize the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed Additional Expansion Premises for its intended purpose without material interference to the point such that all parts customary business activities of Tenant by reason of the Work under consideration are fully operational and usable for intended purposescompletion of any work being performed by Landlord, as evidenced by a Certificate of provided Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor Additional Expansion Premises cannot occur unless there is available to complete all Work in accordance with the Additional Expansion Premises: (1) reasonable quantities of those utility services required to be furnished by Landlord under the terms of this Agreementthe Lease and (2) reasonable access through a ground floor entranceway of the Building and that portion of the lobby area of the Building leading from such entranceway to the Additional Expansion Premises. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which of the Additional Expansion Premises shall establish be deemed to have occurred notwithstanding that minor or insubstantial details of construction, decoration or mechanical adjustment remain to be performed. Landlord presently anticipates that the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities Completion of the Owner and Additional Expansion Premises will be on or about the Contractor for security, maintenance, heat, utilities, damage to ninetieth (90th) day after the Work, warranty and insurance. Failure to include an item date on the punch list does not alter the responsibility which Landlord receives of the Contractor all permits necessary to complete all Work in accordance with the terms and conditions of this AgreementExpansion Work. The certificate term “Date of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion Additional Expansion Premises” shall mean the earlier of (as defined in this agreementi) the date on which the Additional Expansion Work is Substantially Completed or (ii) the date that the Additional Expansion Work would have been Substantially Completed but for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTany Additional Expansion Premises Tenant Delay.

Substantial Completion. “Substantial Completion” means Completion shall be achieved not later than the stage Substantial Completion Date set forth in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially completeProject Schedule. When the Contractor CM@R considers that the Construction Work, phase, or a portion thereof which the Owner that City agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR CM@R will prepare and deliver submit to the Project Manager a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list comprehensive Punch List of items to be completed or corrected before final completion prior to Final Completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insuranceFinal Payment. Failure to include an item on the punch list such Punch List does not alter the responsibility of the Contractor CM@R to complete all Construction Work in accordance with the terms and conditions Contract Documents. Upon receipt of this AgreementCM@R’s Punch List, Project Manager will make an inspection to determine whether the Construction Work, or designated portion thereof, is substantially complete. Project Manager may, at Project Manager’s sole option, be assisted in such inspection by the Design Professional for the Project. If the inspection by the Project Manager discloses any item, whether or not included on CM@R’s Punch List, which is not sufficiently completed in accordance with the Contract Documents so that City can occupy or utilize the Work, phase, or designated portion thereof, for its intended use, CM@R shall complete or correct such item upon notification by Project Manager before issuance of the Certificate of Substantial Completion. In such case, CM@R shall submit a request for another inspection by Project Manager to determine Substantial Completion. The certificate Project Manager will not issue a Certificate of Substantial Completion shall unless and until the Work (or separable units or Phases as provided in the Contract Documents) is essentially and satisfactorily complete in accordance with the Contract Documents, such that the Project is ready for use by City for its intended purpose, including, to the extent applicable to the Work, the following: all materials, equipment, systems, controls, features, facilities, accessories, and similar elements are installed in the proper manner and in operating condition, inspected and approved; surfaces have been painted; masonry and concrete cleaned with any sealer or other finish applied; utilities and systems connected and functioning; site work complete; permanent heating, ventilation, air condition, vertical transportation, and other systems properly operating with proper controls; lighting and electrical systems installed, operable, and controlled; paving completed, signage installed, and/or other work as applicable, has been performed to a similar state of essential and satisfactory completion. A minor amount of Work, as determined by and at the discretion of the Project Manager, such as installation of minor accessories or items, a minor amount of painting, minor replacement of defective work, minor adjustment of controls or sound systems, or completion or correction of minor exterior work that cannot be signed completed as a result of weather conditions, will not delay determination of Substantial Completion. If prior written approval is obtained from City for purposes of Substantial Completion, specified areas of the entire Work or Project may be individually certified as Substantially Complete. In no event may Substantial Completion be deemed to have occurred unless and until: (i) a temporary certificate of occupancy has been issued by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion appropriate Governmental Authorities (as defined in applicable), and (ii) all terms and Work required under this agreement) for all stages of Contract have been fulfilled by CM@R and same approved and accepted by City, subject only to the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTPunch List items.

Substantial Completion. “Substantial Completion” means (A) Tenant shall accept the stage Premises in their AS-IS condition without any obligation on the progress Landlord's part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto. Tenant, at its sole cost and expense, shall perform all work necessary to prepare the Premises for Tenant's occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the Work when Landlord. Tenant shall submit to Landlord a detailed floor plan layout together with working drawings (the Work"Tenant's Submission") for work to be performed by Tenant to prepare the Premises for Tenant's occupancy. Such floor plan layout and working drawings (the "Plans") shall contain at least the information required by, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed and shall conform to the point such requirements of, Exhibit B. Provided that all parts the Plans contain at least the information required by, and conform to the requirements of, said Exhibit B, Landlord's approval of the Work under consideration Plans shall not be unreasonably withheld or delayed; however, Landlord's determination of matters relating to aesthetic issues relating to alterations or changes which are fully operational visible outside the Premises shall be in Landlord's sole discretion. If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by its architect to incorporate all objections and usable for intended purposes, as evidenced conditions presented by a Certificate of Substantial Completion Landlord and shall resubmit such plans to Landlord no later than five (5) days after Landlord has submitted to Tenant its objections and conditions. Such process shall be followed until the Plans shall have been approved by the OwnerLandlord without objection or condition. If a Certificate Once the Plans have been approved by Landlord, Tenant, at its sole cost and expense, shall promptly, and with all due diligence, perform the work necessary to prepare the Premises for Tenant's occupancy as set forth on the Plans, and, in connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for such work. All of Occupancy is required by public authorities having jurisdiction over the Work, said certificate such work shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work performed strictly in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare Plans and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion applicable Legal Requirements (as defined in Section 3.3 hereof) and Insurance Requirements (as defined in Section 3.3 hereof). Tenant shall have such work performed by contractors, reasonably approved by Landlord, which contractors shall provide to Landlord such insurance as the Landlord may reasonably require. Landlord shall have the right to provide such rules and regulations relative to the performance of such work and any other work which the Tenant may perform under this agreement) Lease and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide. It shall be Tenant's obligation to obtain a certificate of occupancy or other like governmental approval for all stages the use and occupancy of the Work Premises, and Tenant shall be achieved on or before not open for business in the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will Premises until and unless it has obtained such approval and has submitted to Landlord a copy of the time same together with waivers of lien from all of Tenant's contractors in form adequate for Substantial Completion exceed this date without recording purposes. Tenant shall also prepare and submit to Landlord promptly after the Tenant's work is substantially complete a written amendment set of as-built plans showing the work performed by Tenant to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTthe Premises.

Substantial Completion. “Landlord shall notify Tenant of the anticipated date of substantial completion of Landlord's Construction ("Substantial Completion Date") in a notice given at least five (5) business days prior to the Substantial Completion Date stated therein. Landlord and Tenant shall thereupon set a mutually convenient time for Tenant, Landlord and Landlord's General Contractor to inspect the Additional Premises and Landlord's Construction, at which time the parties shall agree upon punch-list items as defined below. "Substantial Completion” means " as used in this Schedule shall be deemed to occur when (a) Landlord's Construction has been substantially completed pursuant to the stage in Construction Drawings, and certified to the progress parties by Landlord's architect; subject to decoration and minor mechanical or other punch-list items or adjustments that do not materially interfere with Tenant's use of the Work when Additional Premises ("Punch-List Items"), and (b) a final inspection approval or other required written approval of governmental authority shall have been issued permitting Tenant to occupy the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts Additional Premises. Upon completion of the Work under consideration are fully operational and usable for intended purposesinspection, as evidenced by a Certificate of Substantial Completion approved by if the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreementparagraph have been met, Tenant shall acknowledge in writing that substantial completion of Landlord's Construction has occurred, and that the Additional Premises are accepted in their "as is" condition, subject to any Punch-List Items to be completed. The certificate Landlord shall diligently complete the Punch-List Items within a reasonable time after Tenant commences occupancy of the Additional Premises, and upon completion of the Punch List Items, "Final Completion" shall be deemed to have occurred. In the event Tenant shall fail to confer with Landlord and complete the above procedures in this paragraph with respect to the substantial completion of Landlord's Construction within five (5) business days after Landlord's notice setting forth the Substantial Completion Date, (x) Tenant shall have no right to enter the Additional Premises for the purposes of conducting its business therefrom until Tenant meets with Landlord in the Additional Premises to inspect the Additional Premises and Landlord's Construction, (y) Landlord's Construction shall be signed by the Owner deemed completed and satisfactory in all respects and the Contractor Substantial Completion Date, if it has not then yet occurred, shall be deemed to evidence acceptance have occurred on the date set forth in Landlord's notice as the Substantial Completion Date. If Landlord and Tenant do not agree that substantial completion of Landlord's Construction has occurred, or they do not agree as to the contents of the responsibilities assigned to them Punch-List Items, if any, Tenant shall specify in such certificate. Substantial Completion (as defined in this agreement) for writing within one business day after the above described inspection, all stages of the Work shall manners in which substantial completion is claimed not to have occurred or in which the parties disagree as to Punch-List Items to be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreementcompleted. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.Either party may thereafter submit any such dispute or

Substantial Completion. “Substantial Completion” means Landlord shall cause the stage in Work to be "substantially completed" on or before the progress scheduled date of commencement of the Work when term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or designated portions thereof, may still require minor modifications shortages of materials or adjustments but, other problems in the Owner’s opinion, the Work has progressed to the point such that all parts obtaining materials necessary for performance of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered other matter beyond the control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially complete. When completed" for all purposes under this Work Letter and the Contractor considers Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the WorkWork has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the Working Drawings, or a portion thereof which when Tenant first takes occupancy of the Owner agrees to accept separatelyPremises, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially completewhichever first occurs. If the ODR does Work is not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items deemed to be substantially completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under scheduled date of the commencement of the term of the Lease as specified in Section 1.05 of the Lease, (a) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and Landlord shall have no circumstances will liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the time for Substantial Completion exceed this event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Lease Term as specified in Section 1.05 of the Lease shall be extended to the date without a written on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.06 of the Lease shall be extended by an equal number of days. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the term of the Lease, Tenant and Landlord shall execute and deliver an amendment to this Agreementthe Lease reflecting such extensions. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLandlord agrees to use reasonable diligence to complete all punch1ist work listed in the aforesaid architect's certificate promptly after substantial completion.

Substantial Completion. “The Constructor shall notify the Management Group when it considers Substantial Completion” means the stage in the progress Completion of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a designated portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor have been achieved. The Management Group shall notify Owner’s Designated Representative (sometimes referred promptly conduct an inspection to as the “ODR”) and request a determination as to determine whether the Work or designated portion thereof is substantially completecan be occupied or utilized for its intended use by the Owner without excessive interference by the Constructor in completing any remaining unfinished Work. If the ODR does not consider Management Group determines that the Work substantially completeor designated portion has not reached Substantial Completion, the ODR will notify Management Group shall promptly compile a list of items to be completed or corrected so the Contractor giving reasons thereforeOwner may occupy or utilize the Work or designated portion for its intended use. Failure The Constructor shall promptly complete all items on the Owner’s part to list a reason does not alter the responsibility list. When Substantial Completion of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representativeor a designated portion is achieved, the Contractor Constructor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate Certificate of Substantial Completion which that shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish respective responsibilities of the Owner and the Contractor Constructor for interim items such as security, maintenance, heat, utilities, insurance and damage to the Work, warranty and insurance. Failure to include an item fixing the time for completion of all items on the punch list does not alter accompanying the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this AgreementCertificate. The certificate Certificate of Substantial Completion shall be signed submitted by the Constructor to the Management Group and Owner for the Owner's written acceptance of responsibilities assigned in the Certificate. Unless otherwise provided in the Certificate of Substantial Completion, warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or a designated portion. Upon acceptance by the Owner of the Certificate of Substantial Completion, the Owner shall pay to the Constructor the remaining retainage held by the Owner for the Work described in the Certificate of Substantial Completion less a sum equal to two hundred percent (200%) of the estimated cost of completing or correcting remaining items on that part of the Work, as agreed to by the Owner and Constructor as necessary to achieve Final Completion. Uncompleted items shall be completed by the Contractor to evidence acceptance of Constructor in a mutually agreed time frame. The Owner shall pay the responsibilities assigned to them in such certificateConstructor monthly the amount retained for unfinished items as each item is completed. Substantial Completion (as defined in this agreement) for all stages PARTIAL OCCUPANCY OR USE The Owner may occupy or use completed or partially completed portions of the Work when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) consent to the occupancy or use, and (c) public authorities authorize the occupancy or use. The Constructor shall not unreasonably withhold consent to partial occupancy or use. Owner shall not unreasonably refuse to accept partial occupancy. FINAL COMPLETION AND FINAL PAYMENT Upon notification from the Constructor that the Work is complete and ready for final inspection and acceptance, the Management Group shall promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. When the Work is complete, the Constructor shall prepare for the Owner's acceptance a final application for payment stating that to the best of the Constructor's knowledge, and based on the Owner's inspections, the Work has reached final completion in accordance with the Contract Documents. Final payment of the balance of the Construction Control Estimate shall be achieved made to the Constructor within twenty (20) Days after the Constructor has submitted an application for final payment, including submissions required under Subparagraph 18.8.4, and a Certificate of Final Completion has been executed by the Owner and Constructor. Final payment shall be due on or before the Constructor's submission of the following Substantial Completion dateto the Owner: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will an affidavit declaring any indebtedness connected with the time Work, e.g. payrolls or invoices for Substantial Completion exceed this date without a written amendment materials or equipment, to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENThave been paid, satisfied or to be paid with the proceeds of final payment, so as not to encumber the Owner's property; as-built drawings, manuals, copies of warranties and all other close-out documents required by the Contract Documents; release of any liens, conditioned on final payment being received; consent of any surety; and any outstanding known and unreported accidents or injuries experienced by the Constructor, Trade Contractors or Subcontractors at the Worksite.

Substantial Completion. Landlord shall give Tenant at least twenty (20) days prior written notice of the date that Landlord reasonably anticipates that the Landlord Work and Tenant Improvements will be Substantially Complete (as defined below); provided, however, Landlord’s failure to accurately estimate such date shall in no event affect the actual date of Substantial Completion or any other obligations of Landlord or Tenant hereunder. For purposes of this Lease, “Substantial Completion” means shall occur upon the stage in the progress completion of the last of the following to occur: (i) the completion of construction of the Landlord Work when and the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed Tenant Improvements substantially pursuant to the point Approved Working Drawings for such that all parts of the Work under consideration are fully operational Tenant Improvements (each as reasonably determined by Landlord and usable for intended purposesArchitect), as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms exception of this Agreement. After satisfactorily completing any punch list items identified by Ownerwhich do not impair Tenant’s Designated Representativeability to occupy the Premises for their contemplated use, (ii) the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver acquisition of a certificate of Substantial Completion occupancy or its legal equivalent allowing occupancy of the Premises (a “Sign Off”), (iii) all base building systems are operational and fully-commissioned except to the extent effected by the Tenant Improvements, which commissioning shall establish be part of the date punchlist described below, (iv) delivery of the Premises to Tenant, and (v) delivery of a certificate of substantial completion from the Architect confirming the matters set forth in the foregoing clause (i). In the event that the Sign Off is not a final certificate of occupancy, Landlord shall diligently prosecute the work necessary to achieve a full certificate of occupancy and use commercially reasonable efforts to obtain such full certificate of occupancy as soon as reasonably practicable following Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “Landlord will use commercially reasonable efforts to achieve Substantial Completion” means the stage in the progress Completion of the Work when Tenant Improvements on or before March 1, 2009, subject to Tenant Delays, delays in agreement on the Workconstruction drawings and specifications, third party and government approvals, disputes between Landlord and Tenant and Force Majeure Delays. If Landlord is unable to achieve Substantial Completion on or designated portions thereofbefore March 1, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes2009, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Workextended for Tenant Delays, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure delays in agreement on the Owner’s part construction drawings and specifications, third party and government approvals and disputes between Landlord and Tenant and Force Majeure Delay, Tenant shall receive a credit to list a reason does not alter the responsibility Minimum Annual Rent equal to one (1) day of the Contractor Minimum Annual Rent for each day thereafter for which Landlord is unable to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of achieve Substantial Completion, which credits shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage applied to the Work, warranty and insurancefirst payment of Minimum Annual Rent. Failure If Landlord is unable to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of achieve Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before May 31, 2009, as extended for Tenant Delays (but not Force Majeure Delay), Tenant may immediately terminate this Lease by written notice to Landlord no later than June 7, 2009 as its sole and exclusive remedy. Landlord shall not liable to Tenant for any resulting loss or damage; provided, however, that Landlord (a) will appropriately adjust the following Commencement Date and (b) agrees that the Minimum Annual Rent credit referenced in the immediately preceding paragraph shall remain in the event Tenant does not elect to terminate. Alternatively, if Landlord reasonably believes that it will be unable to achieve Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances on or before May 31, 2009, as extended for Tenant Delays, delays in agreement on the construction drawings and specifications, third party and government approvals and disputes between Landlord and Tenant, Landlord may provide written notice of the same to Tenant, upon which Tenant may within fifteen (15) days of receipt of such notice, terminate this Lease by written notice to Landlord as its sole and exclusive remedy and Landlord shall promptly return to Tenant all prepaid rent previously paid to Landlord. In the event Tenant has not terminated within such time periods set forth above, this Lease shall remain in full force and effect. Landlord shall not liable to Tenant for any resulting loss or damage; provided, however, that Landlord will appropriately adjust the time for Substantial Completion exceed this date without a written amendment Commencement Date. Landlord shall deliver the Premises to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTTenant clean and free of debris.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor Construction Manager considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor Construction Manager shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) ODR and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor Construction Manager giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor Construction Manager to complete all Work in accordance with the terms of this AgreementContract Documents. After satisfactorily completing items identified by Owner’s Designated RepresentativeODR, the Contractor Construction Manager shall then submit another request for the ODR to determine Substantial Completionsubstantial completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor Construction Manager shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor Construction Manager for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor Construction Manager to complete all Work in accordance with the terms and conditions of this AgreementContract Documents. The certificate of Substantial Completion shall be signed by the Owner and the Contractor Construction Manager to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “14.8. When Contractor considers the entire Work ready for its intended use, Contractor shall notify Owner and Architect/Engineer in writing that the entire Work is substantially complete (except for items specifically listed by Contractor as incomplete) and request that Architect/Engineer issue a certificate of Substantial Completion” means the stage in the progress . Within a reasonable time thereafter, Owner, Architect/Engineer and Owner's Representative shall make an inspection of the Work when to determine the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts status of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Ownercompletion. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR Architect/Engineer does not consider the Work substantially complete, the ODR Architect/Engineer will notify Contractor in writing giving the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR Architect/Engineer considers the Work substantially complete, The ODR Architect/Engineer will prepare and deliver to Owner a tentative certificate of Substantial Completion Completion, which shall establish fix the date of Substantial Completion. There shall be attached to the certificate, shall include a punch tentative list of items to be completed or corrected before final completion payment. Owner shall have ten (10) days after receipt of the tentative certificate during which to make written objection to Architect/Engineer through Owner's Representative as to any provisions of the certificate or attached list. If, after considering such objections, Architect/Engineer concludes that the Work is not substantially complete, Architect/Engineer will within twenty (20) days after submission of the tentative certificate to Owner, notify Contractor in writing, stating the reasons therefore If, after consideration of Owner's objections, Architect/Engineer considers the Work substantially complete, Architect/Engineer will within said twenty (20) days execute and final paymentdeliver to Owner and Contractor, shall establish a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as Architect/Engineer believes justified after consideration of any objections from Owner. At the time within which the Contractor shall finish the punch list, and shall establish responsibilities of delivery of the tentative certificate of Substantial Completion, Architect/Engineer will deliver to Owner and the Contractor for a written recommendation as to division of responsibilities pending final payment between Owner and Contractor with respect to security, operation, safety, maintenance, heat, utilities, damage insurance and warranties. Unless Owner and Contractor agree otherwise in writing, and so inform Architect/Engineer prior to ARCHITECT/ENGINEER's issuing the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The definitive certificate of Substantial Completion shall Completion, Architect/Engineer's aforesaid recommendation will be signed by the binding on Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTuntil final payment.

Substantial Completion. For purposes of this Lease, including for purposes of determining the Commencement Date, “Substantial Completion” means of the stage Premises shall occur upon the last to occur of (a) the completion of construction of the Tenant Improvements in the progress Premises pursuant to the Approved Working Drawings, with the exception of any Punch List Items (as defined below) and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor, (b) and the issuance of a temporary or permanent certificate of occupancy by the local building authority (or a reasonably substantial equivalent such as a sign-off from a building inspector), and (c) the Monday of the Work when week following the Work, or designated portions thereof, may still require minor modifications or adjustments but, week in which Landlord delivers possession of the Premises to Tenant in the Owner’s opinion, the Work has progressed to the point such that all parts condition described in clause (a) of this Section 4.1. Landlord will provide Tenant with thirty (30) days’ prior notice of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of date Landlord estimates in good faith Substantial Completion approved by the Ownerwill occur. If a Certificate Landlord’s incorrect estimation of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, Completion shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish not affect the time within which the Contractor shall finish the punch list, and shall establish responsibilities determination of the Owner and Commencement Date or otherwise subject Landlord to any liability. Within thirty (30) days after the Contractor for securityCommencement Date, maintenanceTenant shall give Landlord written notice of any incomplete work, heat, utilities, damage to unsatisfactory conditions or defects (the Work, warranty and insurance. Failure to include an item on the punch list does “Punch List Items”) which do not alter the responsibility materially interfere with Tenant’s use of the Contractor Premises and were part of the work that is the obligation of Landlord to perform in the Premises under this Lease and Landlord shall, at its sole expense, complete all Work in accordance with the terms and said work and/or remedy such unsatisfactory conditions of this Agreementor defects as soon as possible. The certificate existence of Substantial Completion any incomplete work, unsatisfactory conditions or Exhibit C defects as aforesaid shall be signed by not affect the Owner Commencement Date or the obligation of Tenant to pay Base Rent, Additional Rent and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTother charges hereunder.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD __T_BD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. The Improvements shall be deemed to be substantially completed on the date (the “Substantial Completion Date”) that Landlord delivers to Tenant (i) a copy of an architect's certificate (the “Architect's Certificate”) of substantial completion indicating that the Improvements have been completed in accordance with the Plans and Specifications, subject only to specifically identified “punchlist” items which do not materially affect Purchaser’s ability to take possession of the Improvements in order to commence Purchaser’s construction activities thereto (the “Punchlist Items”), and (ii) a certificate of compliance from the local governmental authorities having jurisdiction confirming that the Building complies with the applicable development ordinance and building code (provided; however, that a certificate of compliance may be conditioned only upon the completion of incomplete work so long as the incomplete work or conditions noted thereon do not prevent Buyer from taking possession of the Improvements in order to commence Purchaser’s construction activities thereto, and such incomplete work is included in the scope of the Punchlist Items which Seller will remain responsible for completing after Closing pursuant to the Punchlist Letter and Punchlist and Construction Escrow Agreement)(the “Certificate of Compliance”). Purchaser shall have the right to be present during the determination of the Punchlist Items, and the Punchlist Items shall be limited to minor items that do not affect the use, occupancy, or permitting of all or any portion of the Improvements. Prior to the expiration of the Contingency Period, the parties shall reasonably agree upon the Punchlist Items and the amount of Funds (as defined in the Punchlist and Construction Escrow Agreement) to be escrowed pursuant to the Punchlist and Construction Escrow Agreement. As used herein, the terms “Substantial Completion” means and “Substantially Complete” mean the stage in the progress completion of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work Improvements in accordance with the terms previous sentence. The parties acknowledge and agree that: a Certificate of this Agreement. After satisfactorily completing items identified by Owner’s Designated RepresentativeCompliance does not authorize occupancy of the Building and Improvements for their intended end-use, including without limitation the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially completereceipt, The ODR will prepare and deliver storage, shipping or stocking of inventory, or other commencement of business operations; that a certificate of Substantial Completion which shall establish the date occupancy or its equivalent (temporary or permanent) will be necessary for such occupancy; and that a certificate of Substantial Completion, shall include a punch list of items to occupancy will be completed or corrected before final conditioned upon Purchaser’s completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage improvements Purchaser plans to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTmake.

Substantial Completion. “Substantial Completion” means shall occur when: (i) the stage project architect has issued a certificate in the progress form of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers AIA Document G-704 indicating that the Work, or a portion thereof which the Owner agrees to accept separately, is Improvements are substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms Construction Drawings and such certificate has been confirmed by Tenant, (ii) all systems and portions of this Agreement. After satisfactorily completing items identified the Improvements are operational as designed and the only remaining work is so minor in nature that Tenant could commence its installation of equipment and move-in process (the “Tenant Improvements Work”) and the completion of the remainder of the work by Owner’s Designated Representative, Landlord would not materially interfere with the Contractor shall then submit another request Tenant Improvements Work and (iii) Landlord has obtained and delivered to Tenant a permanent certificate of occupancy for the ODR to determine Substantial CompletionImprovements. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of When Landlord believes that Substantial Completion which has been achieved, Tenant and Landlord shall establish conduct an inspection of the Leased Premises within five (5) days after such date of Substantial Completion, shall include in order to develop a punch punch-list of incomplete, minor detail items (the “Punch-List Items”) to be completed or corrected before final completion and final paymentby Landlord. In the event any items other than Punch-List Items remain to be completed, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by deemed not to have occurred. Landlord shall use all reasonable efforts to complete all Punch-List Items within thirty (30) days after Substantial Completion. Landlord shall use reasonable efforts to minimize interference with the Owner and the Contractor to evidence acceptance use of the responsibilities assigned to them Leased Premises by Tenant in the completion of such certificatePunch-List Items. If Substantial Completion is delayed because of (a) any acts or omissions of Tenant or its agents, representatives, employees or contractors, or (b) Tenant requested changes in the approved Construction Drawings (collectively, “Tenant Delay”), then the Commencement Date shall not be extended, but rather shall start on the date on which it would have occurred but for such event. This Lease Agreement shall remain in full effect notwithstanding any delay in Substantial Completion and Landlord shall have no liability to Tenant if Substantial Completion has not occurred on or prior to the Target Date for any reason. In the event Landlord does not cause Substantial Completion to occur within sixty (60) days from the Target Date, as defined such date may be extended in connection with delays related to (a) events of Force Majeure or (b) a Tenant Delay, Tenant shall have the right, following Landlord’s failure to satisfy such deadline but before Substantial Completion shall occur, to terminate this Lease Agreement upon delivery of written notice thereof to Landlord and reimbursement to Landlord of all amounts paid to Tenant by Landlord prior to such date pursuant to the terms of that certain Corporate Job Creation Agreement of even date herewith by and between Landlord and Tenant, and, except as otherwise set forth in this agreement) for all stages of Lease Agreement, the Work parties shall be achieved on have no further rights or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTobligations hereunder.

Substantial Completion. “Substantial Completion” means When the stage entire Work (or any portion thereof designated in writing by City) is ready for its intended use, Construction Manager shall notify City’s Representative and Architect/Engineer in writing that the progress of the entire Work when the Work, (or such designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such portion) is substantially complete and request that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by Architect/Engineer prepare a Certificate of Substantial Completion approved by the Owner. If (or a Certificate of Occupancy Partial Substantial Completion), a copy of which is required attached as Exhibit “D”. Said written notice from Construction Manager shall include a proposed punch list of all items of Work to be completed or corrected by public authorities having jurisdiction over the WorkConstruction Manager. Within a reasonable time thereafter, said certificate City’s Representative, Construction Manager and Architect/Engineer shall be issued before make an inspection of the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially completethereof) to determine the status of completion. If the ODR does City’s Representative and Architect/Engineer do not consider the Work (or designated portion) substantially complete, Architect/Engineer shall notify Construction Manager in writing giving the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers City and Architect/Engineer consider the Work (or designated portion) substantially complete, The ODR will prepare and Architect/Engineer shall deliver a certificate to Construction Manager the Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall establish fix the date of Substantial Completion, shall Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Manager and include a final punch list of items to be completed or corrected by Construction Manager before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list final Punch List does not alter the responsibility waive City’s right to demand completion of the Contractor item pursuant to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor Contract Documents prior to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTafter final payment.

Substantial Completion. “Substantial Completion” means Completion is the stage in at which the progress of Service is sufficiently complete so that Company can utilize the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable Service for its intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially completepurpose. When the Contractor considers that the WorkServices, or a designated portion thereof which as is acceptable to the Owner agrees to accept separatelyCompany, is substantially completeSubstantially Complete, and when Contractor has satisfactorily completed inspections, tests and documentation that are required by the Contract Documents, the Contractor shall notify Owner’s Designated Representative (sometimes referred promptly give notice to as Company, specifying the “ODR”) Services completed and request the date it was completed. Contractor and Company shall then promptly participate in a determination as walk- through inspection of the Services, and shall jointly prepare a punch-list of items remaining to whether the Work be completed or designated portion thereof is substantially completecorrected. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure The failure to include any items on the Owner’s part to such list a reason does not alter the responsibility of the Contractor to complete all Work Services in accordance with the terms Contract Documents. When the Company determines, on the basis of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representativereview, that the Services or designated portion thereof is Substantially Complete, the Company and the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver execute a certificate of Substantial Completion which that shall establish the date of Substantial Completion, . The certificate of Substantial Completion shall include a punch list of items to be completed or corrected before final completion and final payment, shall also establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner Company and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty Services and insurance, and shall fix the time within which the Contractor shall complete or correct the items listed therein. Failure to include an item Warranties required by the Contract Documents shall commence on the punch list does not alter the responsibility date of Substantial Completion of the Contractor to complete all Work Services, or designated portion thereof, unless otherwise provided in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion. Upon Substantial Completion shall be signed of the Services, or designated portion thereof, and upon application by the Owner and Contractor, the Contractor to evidence acceptance of Company shall make payment, reflecting adjustment in retention, if any, for such Services or portion thereof as provided in the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. “Substantial Completion” means the stage in the progress Prior to final completion of the Work when the Workas described in Section 5.5 (“Final Completion”), or designated portions thereof, H&H may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such provide Client with written notice that all parts or a portion of the Work under consideration are fully operational is Substantially Complete. Within ten (10) days of the date Client receives notice that a portion of the Work is Substantially Complete, Client shall inspect that portion of the Work and usable for intended purposesdetermine whether the same appears to have been completed in accordance with this Agreement. If the Work (or applicable portion thereof) appears to be Substantially Complete and performed in accordance with the Agreement, as evidenced by H&H and Client shall execute a Certificate of Substantial Completion approved for Warranty in the form attached hereto as Exhibit I. Any minor Work remaining shall be specified on a punch-list prepared by H&H attached to the Certificate of Substantial Completion for Warranty, the substance of which shall be mutually agreed to by the OwnerParties. H&H shall complete and correct items on the punch-list before submitting the Certificate of Substantial Completion for Warranty (Exhibit I) Notice of Work Completion to Client. If a Certificate an item on the punch-list is Substantially Complete, the punch-list shall be amended to remove such item from the list of Occupancy is incomplete items and such items shall be re-inspected to confirm completion during the final inspection. Warranties required by public authorities having jurisdiction over this Agreement shall commence on the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether date of Substantial Completion of the Work or designated portion thereof is substantially complete. If the ODR does not consider thereon or, if the Work substantially completeis equipment for which start up is required, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility date of the Contractor to complete all Work in accordance with the terms of this Agreementinitial start-up. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate Certificate of Substantial Completion which shall establish identify the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor Completion for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) Warranty for all stages each portion of the Work and such date shall be achieved on the date the warranties commence for such Work or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTportion thereof.

Substantial Completion. “Substantial Completion” or “Substantially Complete” means that Landlord’s Work has been sufficiently completed such that the stage New Space is suitable for its intended purpose, notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to be performed (“Punch List Items”). Landlord shall complete all Punch List Items following notice thereof from Tenant; provided, however, that except to the extent to which Tenant shall have given Landlord notice of any Punch List Items not later than ten days (10) days after the date Landlord delivers the New Space to Tenant, Tenant shall be deemed conclusively to have approved the completion of Landlord’s Work and Tenant shall have no claim that Landlord has failed to perform any of Landlord’s Work required under this Work Letter. If there is a delay in the progress Substantial Completion of the Landlord’s Work when for any reason neither Landlord, nor the Workmanaging or leasing agent of the Tech 3 Building or the Tech 4 Building, nor any of their respective agents, partners or designated portions thereofemployees, may still require minor modifications shall have any liability to Tenant in connection with such delay, nor shall the Lease be affected in any way except that the New Space Commencement Date shall not occur until Landlord’s Work is Substantially Complete. Notwithstanding the foregoing or adjustments but, in any language of the Owner’s opinion, the Work has progressed Lease to the point such that all parts of the contrary, if Landlord’s Work under consideration are fully operational and usable for intended purposes, as evidenced is delayed by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion Tenant Delay (as defined in below) then Tenant shall begin paying Basic Rent with respect to the New Space as required under this agreement) for all stages Third Amendment as of the Work shall be achieved on or before date the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time New Space Commencement Date would have occurred but for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTsuch Tenant Delay.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD 25 days from the Notice to Proceed Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “Substantial Completion” means Substantially completed" and "substantial ---------------------- completion" shall mean the date when Landlord's Work, except for work then remaining to be done, if any, consisting of minor "punchlist item" shall have reached that stage in of completion such that Tenant could either use and occupy the progress Premises or complete Tenant's Work without substantial interference by reason of those items still required to complete Landlord's Work and Landlord obtains a certificate of occupancy permitting Tenant to use the Premises for the uses permitted herein. If a temporary certificate of occupancy is issued subject to conditions which require the completion of Landlord's Work, Landlord shall with reasonable diligence complete such work and satisfy such conditions. Subject to the above, the taking of possession of the Premises or any portion or portions thereof by Tenant following Tenant's receipt of notice from Landlord of substantial completion of Landlord's Work when in respect thereof, or otherwise, shall be conclusive evidence that substantial completion was, in fact, achieved, but Tenant shall have forty-five (45) days after Tenant's receipt of Landlord's notice of substantial completion to give Landlord notice of any "punch list" items remaining to be completed. In the event that any requests for changes or additions in Landlord's Work are made by Tenant and approved by Landlord, which approval shall not be unreasonably withheld, and such requests extend the estimated time for substantial completion of Landlord's Work, such estimate to be determined solely by Landlord or designated portions thereofLandlord's contractors or subcontractors hired to perform said required work, may still require minor modifications or adjustments butthen for the purposes hereof, Landlord's Work shall be deemed to have been substantially completed at such time as, in the Owner’s opinionsole reasonable judgment of Landlord or said contractors or said subcontractors, Landlord's Work would have been substantially completed except for the delay caused by or in any manner related to the requests of Tenant made as aforesaid. Notwithstanding the foregoing, in the event that Tenant shall commence day-to-day operations in the Premises prior to when Landlord's Work has progressed to the point such that been substantially completed, then for all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms purposes of this Agreement. After satisfactorily completing items identified by Owner’s Designated RepresentativeLease, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Landlord's Work shall be achieved deemed to have been substantially completed on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under date Tenant commenced such day-to-day operations in the Premises. Tenant acknowledges that the Premises are currently occupied by another tenant who is obligated to vacate the Premises by no circumstances will later than January 31, 1998. Except as herein expressly set forth, Landlord shall incur no liability for its failure to deliver possession of the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.Premises

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD 5 working days from the Notice to Proceed Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “Substantial Completion” means the stage in the progress (a) The term "substantially completed" as used herein with regard to any part of the Premises shall mean that (1) Landlord's architect has certified that Landlord's Work when therein has been completed, with the Workexception of minor items which can be fully completed without material interference with Tenant and other items which because of the seasonal nature of the item (such as HVAC balancing) are not practicable to do at the time, or designated portions thereofand (2) a certificate of occupancy has been issued for so much of the Base Building Work as is necessary to obtain a certificate of occupancy for the Premises, which may still require minor modifications or adjustments butbe issued on a temporary basis so long as Tenant may occupy the Premises for the performance of the TIW and any requirements for obtaining a permanent certificate of occupancy may be satisfied by Landlord without material interference with the performance of the TIW. If Landlord's Work in any part of the Premises is delayed due to Tenant Delay, in then, for the Owner’s opinionpurposes of determining the Commencement Date therefor, the Landlord's Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before deemed to be substantially completed on the Work or any portion thereof is considered date that such work would have been substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially completecompleted but for such Tenant Delay. If the ODR does Landlord's Work is deemed substantially completed, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Landlord's Work is not consider in fact substantially completed, Tenant shall not (except with Landlord's consent) be entitled to take possession of the Premises for any purpose until the Landlord's Work is in fact substantially complete, the ODR will notify the Contractor giving reasons thereforecompleted. Failure Any of Landlord's Work not fully completed on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all date when Landlord's work is in fact substantially completed shall thereafter be so completed within 60 days thereafter by Landlord. The date when Landlord's Work in the Initial Space and the Additional Space has been (or is deemed to have been) substantially completed in accordance with herewith is referred to herein as the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request "Substantial Completion Date for the ODR Initial Space and the Additional Space." The date when Landlord's Work in the Expansion Space has been (or is deemed to determine Substantial Completion. If The ODR considers have been) substantially completed in accordance herewith is referred to herein as the Work substantially complete, The ODR will prepare and deliver a certificate of "Substantial Completion which shall establish Date for the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTExpansion Space."

Substantial Completion. Landlord shall use commercially reasonable efforts to cause the Landlord’s Work to be “Substantial Completionsubstantially completed” means on or before (i) the stage scheduled date of completion of the Premises set forth in the progress approved Construction Schedule with respect to the Landlord’s Work (the scheduled Completion Date”), subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work when the Landlord’s Work, unavailability or designated portions thereof, may still require minor modifications shortages of materials or adjustments but, other problems in the Owner’s opinion, the Work has progressed to the point such that all parts obtaining materials necessary for performance of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Landlord’s Work or any portion thereof is considered other matter beyond the control of Landlord (or beyond the control of Landlord’s contractors or subcontractors performing the Landlord’s Work) and also subject to “Tenant Delays” (as defined and described in Paragraph 6 of this Work Letter). The Landlord’s Work shall be deemed to be “substantially complete. When completed” for all purposes under this Work Letter and the Contractor considers Lease if and when Landlord’s architect issues a written certificate to Landlord and Tenant, certifying that the WorkLandlord’s Work has been substantially completed (i.e., or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Ownercompleted except for “punchlist” items listed in such architect’s Designated Representative (sometimes referred to as the “ODR”certificate) and request reasonably approved by Tenant in substantial compliance with the Working Drawings and Landlord has obtained a determination as certificate of occupancy or “signed off’ job cards with respect to whether the Work or designated respective portion thereof is substantially completeof the Landlord’s Work. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility applicable portion of the Contractor to complete all Landlord’s Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items is not deemed to be substantially completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under scheduled Commencement Date (a) Landlord agrees to use reasonable efforts to complete the Landlord’s Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and Landlord shall have no circumstances will liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the time for Substantial Completion exceed this event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Lease Term as specified in Section 1.5 of the Lease shall be extended to the date without a written amendment on which the Landlord’s Work is deemed to this Agreementbe substantially completed. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLandlord agrees to use reasonable diligence to complete all punchlist work listed in the aforesaid architect’s certificate promptly after substantial completion.

Substantial Completion. “Substantial Completion” means shall occur when: (i) the stage project architect has issued a certificate in the progress form of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers AIA Document G-704 indicating that the Work, or a portion thereof which the Owner agrees to accept separately, is Improvements are substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms Construction Drawings and such certificate has been confirmed by Tenant, (ii) all systems and portions of this Agreement. After satisfactorily completing items identified the Improvements are operational as designed and the only remaining work is so minor in nature that Tenant could commence its installation of equipment and move-in process (the “Tenant Improvements Work”) and the completion of the remainder of the work by Owner’s Designated Representative, Landlord would not materially interfere with the Contractor shall then submit another request Tenant Improvements Work and (iii) Landlord has obtained and delivered to Tenant a permanent certificate of occupancy for the ODR to determine Substantial CompletionImprovements. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of When Landlord believes that Substantial Completion which has been achieved, Tenant and Landlord shall establish conduct an inspection of the Leased Premises within five (5) days after such date of Substantial Completion, shall include in order to develop a punch punch-list of incomplete, minor detail items (the “Punch-List Items”) to be completed or corrected before final completion and final paymentby Landlord. In the event any items other than Punch-List Items remain to be completed, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by deemed not to have occurred. Landlord shall use all reasonable efforts to complete all Punch-List Items within thirty (30) days after Substantial Completion. Landlord shall use reasonable efforts to minimize interference with the Owner and the Contractor to evidence acceptance use of the responsibilities assigned to them Leased Premises by Tenant in the completion of such certificatePunch-List Items. If Substantial Completion is delayed because of (a) any acts or omissions of Tenant or its agents, representatives, employees or contractors, or (b) Tenant requested changes in the approved Construction Drawings (collectively, “Tenant Delay”), then the Commencement Date shall not be extended, but rather shall start on the date on which it would have occurred but for such event. This Lease Agreement shall remain in full effect notwithstanding any delay in Substantial Completion and Landlord shall have no liability to Tenant if Substantial Completion has not occurred on or prior to the Target Date for any reason. In the event Landlord does not cause Substantial Completion to occur within sixty (60) days from the Target Date, as defined such date may be extended in connection with delays related to (a) events of Force Majeure or (b) a Tenant Delay, Tenant shall have the right, following Landlord’s failure to satisfy such deadline but before Substantial Completion shall occur, to terminate this Lease Agreement upon delivery of written notice thereof to Landlord and reimbursement to Landlord of all amounts paid to Tenant by Landlord prior to such date pursuant to the terms of that certain Corporate Job Creation Agreement of even date herewith by and between Landlord and Tenant, and, except as otherwise set forth in this agreement) for all stages of Lease Agreement, the Work parties shall be achieved on have no further rights or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreementobligations hereunder. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENTSEC. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.4

Substantial Completion. “Substantial Completion” means Landlord shall cause the stage in Work to be ---------------------- "substantially completed" on or before the progress scheduled date of commencement of the Work when Term subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or designated portions thereof, may still require minor modifications shortages of materials or adjustments but, other problems in the Owner’s opinion, the Work has progressed to the point such that all parts obtaining materials necessary for performance of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered other matter beyond the control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially complete. When completed" for all purposes under this Work Letter and the Contractor considers Lease if and when Landlord's general contractor issues a written certificate to Landlord and Tenant, certifying that the WorkWork has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate, which "punchlist items" shall include the items in the "punchlist" contemplated by Article 1 of the Lease) in substantial compliance with the Working Drawings, or a portion thereof which when Tenant first takes occupancy of the Owner agrees to accept separatelyPremises, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially completewhichever first occurs. If the ODR does Work is not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items deemed to be substantially completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under scheduled date of the commencement of the Term, (a) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and Landlord shall have no circumstances will liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the time for Substantial Completion exceed this event of Tenant Delays and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Term shall be extended to the date without a written on which the Work is deemed to be substantially completed and the Expiration Date of the Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the Term, Tenant and Landlord shall execute and deliver an amendment to this Agreementthe Lease reflecting such extensions. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTLandlord agrees to use reasonable diligence to complete all punchlist work listed in the aforesaid general contractor's certificate promptly after substantial completion.

Substantial Completion. “Substantial Completion” means the stage in the progress Time is of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, essence in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance connection with the terms obligations of Landlord and Tenant under this AgreementWork Letter. After satisfactorily completing items identified Landlord shall not be liable or responsible for any claims incurred (or alleged) by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR Tenant due to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work any delay in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. achieving Substantial Completion (as defined in this agreementbelow) for all stages any reason nor shall it render the Lease or this the Third Amendment void or voidable, and Tenant's sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (as defined below) shall be the resulting postponement (if any) of the commencement of rental payments for the Expansion Space pursuant to the terms of the Third Amendment. Moreover, notwithstanding anything contained in the Third Amendment or this Work Letter to the contrary, Tenant acknowledges that Landlord will be performing its obligations under this Work Letter while Tenant is occupying the Premises contiguous to the Expansion Space, and agrees that Landlord, its agents, employees and contractors shall have the right to enter the Premises during business hours to perform the Work. Tenant understands that the work to be performed pursuant to this Work Letter may result in noise, vibration, dirt dust and other circumstances commonly attendant to construction. Tenant hereby waives any claim of injury or inconvenience to its business, interference with Tenant's business, loss of occupancy or quiet enjoyment of the Premises, or any other loss occasioned by such entry or the performance of the Work required pursuant to the terms of this Work Letter, nor shall the same relieve Tenant of any obligations under the Lease (as amended by the Third Amendment). Landlord will attempt to minimize the disruption to Tenant's business during its performance of the Work. No entry of the Premises or Expansion Space by Landlord under this Work Letter shall be deemed a forcible or unlawful entry into the Premises or a detainer of the Premises, or an eviction, actual or constructive, of Tenant from the Premises, or any part of the Premises, nor shall such entry entitle Tenant to damages or an abatement of monthly Base Rent, Tenant's share of EOE, or other charges that the Lease requires Tenant to pay. Tenant shall fully cooperate with Landlord and its contractors and shall not in any way impeded, inhibit or hinder any of the Work to be performed pursuant to the terms of this Work Letter. For purposes of this Work Letter, the Work shall be achieved deemed to be "Substantially Complete" on the date that all Work has been performed, other than any details of construction, mechanical adjustment or before any other similar matter, the following noncompletion of which does not materially interfere with Tenant's use or occupancy of the Expansion Space. However, if Landlord is delayed in the performance of the Work as a result of any Tenant Delay(s), the Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Work absent any Tenant Delay. "Tenant Dela means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Work, including, without limitation: (i) Tenant's failure to furnish information or approvals within any time period specified in this Work Letter, including the failure to prepare or approve preliminary or final plans by any applicable due date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will ; (ii) Tenant's selection of equipment or materials that have long lead times after first being informed by Landlord in writing that the time for Substantial Completion exceed this date without selection may result in a written amendment delay; (iii) changes requested or made by Tenant to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTpreviously approved plans and specifications; or (iv) performance of work in the Expansion Space by Tenant or Tenant's contractor(s) during the performance of the Work.

Substantial Completion. “Substantial Completion” means What is the stage meaning of "substantially completed" as referred to in Clause 15(1) of the HKIS and Swire Standard Forms? One of the tests for substantial completion is that the building should be suitable for its intended purpose. That would obviously include obtaining an OP, as, without such permit, the building is not suitable for its intended purpose as it cannot be occupied. Therefore, where the standard form of contract requires the building to be "substantially completed" before an architect issues the practical completion certificate, it is obvious that the obligation would also include the Registered Building Contractor's issue of a valid Form BA13 and participation in obtaining the fire services certificate (Form 172) and the OP. OP and LAD's The recovery of liquidated and ascertained damages should not be linked to the OP as it is not wholly the contractor's responsibility to obtain the OP. The Authorized Person has to prepare and submit to the Building Authority plans and drawings to obtain the Building Authority's approval thereof and then he has to monitor the progress of construction and decide when to issue the Work Form BA13 to the Building Authority. This process can cause delay to the date when the WorkOP can be obtained. Therefore, if liquidated and ascertained damages were linked obtaining to the OP, they would become void if it can be shown that delay in obtaining the OP was caused by anyone other than the main contractor. The main contractor, as the Registered Building Contractor, is responsible for issuing a valid Form BA13, but the issue of the Form BA13 may be delayed because of amendments made by the Authorized Person to previously approved drawings so that the final approved drawings depict what is built. Although the foregoing refers solely to the Form BA13, the same applies to other submissions which have to be made by either the Authorised Person, the Registered Building Contractor or designated portions thereof, may still require minor modifications or adjustments but, a specialist subcontractor; e.g.: Form 501 - for fire service; Form FX172 - for ventilation; Form H - for plumbing; Form 5 - for lifts. OP and General Damages Swire Properties Limited deal with the OP procedures by including an item in the Owner’s opinion, Preliminaries Bill which sets out separate obligations for the Work has progressed main contractor divorced from his performance obligations under the conditions of contract. The preliminaries item refers to the point such that all parts OP procedures, which the main contractor has to participate in and ends with the issue of a valid Form BA13.91. Not only are these obligations additional to the Work main contractor's performance obligations under consideration the conditions of contract, but general damages for delay are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by also linked with the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over separate obligations in the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers event that the Work, or a portion thereof which the Owner agrees main contractor fails to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the terms and conditions of this Agreement. The certificate of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTcomply therewith.

Substantial Completion. “Substantial Completion” means the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor Construction Manager considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor Construction Manager shall notify Owner’s 's Designated Representative (sometimes referred to as the “ODR”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR Owner's Designated Representative does not consider the Work substantially complete, the ODR Owner's Designated Representative will notify the Contractor Construction Manager giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor Construction Manager to complete all Work in accordance with the terms of this AgreementContract Documents. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor Construction Manager shall then submit another request for the ODR Owner's Designated Representative to determine Substantial Completionsubstantial completion. If The ODR Owner's Designated Representative considers the Work substantially complete, The ODR Owner's Designated Representative will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial Completion, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish the time within which the Contractor Construction Manager shall finish the punch list, and shall establish responsibilities of the Owner and the Contractor Construction Manager for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item on the punch list does not alter the responsibility of the Contractor Construction Manager to complete all Work in accordance with the terms and conditions of this AgreementContract Documents. The certificate of Substantial Completion shall be signed by the Owner and the Contractor Construction Manager to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT.

Substantial Completion. “Substantial Completion” means When the stage in the progress of the Work when the Work, or designated portions thereof, may still require minor modifications or adjustments but, in the Owner’s opinion, the Work has progressed to the point such CONTRACTOR considers that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof thereof, which the Owner CITY agrees to accept separately, is substantially completeSubstantially Complete, the Contractor CONTRACTOR shall notify Owner’s Designated Representative (sometimes referred prepare and submit to as the “ODR”) Project Engineer a comprehensive list of items to be completed and request a determination as corrected. The CONTRACTOR shall proceed promptly to whether complete and correct items on the Work or designated portion thereof is substantially completelist. If Failure to include an item on the ODR list does not consider relieve the Work substantially complete, the ODR will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter CONTRACTOR of the responsibility of the Contractor to complete all Work in accordance with the terms Contract Documents. Upon receipt of this Agreement. After satisfactorily completing items identified by Ownerthe CONTRACTOR’s Designated Representativelist, the Contractor shall then submit another Project Engineer will make an inspection, and with the approval of the CITY, determine whether the Work, or designated portion thereof, is Substantially Complete. If the Project Engineer’s inspection discloses any item, whether or not included on the CONTRACTOR’s list, which is not in accordance with the requirements of the Contract Documents, the CONTRACTOR shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Project Engineer. The CONTRACTOR may request for additional inspections by the ODR Project Engineer as may be reasonable to determine when Substantial CompletionCompletion has been achieved. If The ODR considers When the Work substantially completeor designated portion thereof, The ODR is Substantially Complete, the Project Engineer will prepare and deliver a certificate Certificate of Substantial Completion which that shall establish the date of Substantial CompletionCompletion and shall establish responsibilities of the CITY and CONTRACTOR for: • Security; • Maintenance; • Water, sewer, electric and other utilities; • Damages to the Work; and • Insurance Responsibilities The Certificate shall include a punch list of items to be completed or corrected before final completion and final payment, shall also establish the time within which the Contractor CONTRACTOR shall finish all items on the punch list, and shall establish responsibilities list of incomplete Work or corrections otherwise necessary to meet the requirements of the Owner and Contract Documents. Warranties required by the Contractor for security, maintenance, heat, utilities, damage to the Work, warranty and insurance. Failure to include an item Contract Documents shall commence on the punch list does not alter date of Substantial Completion, or designated portion thereof, unless otherwise provided in the responsibility Certificate of the Contractor to complete all Work in accordance with the terms and conditions of this AgreementSubstantial Completion. The certificate Certificate of Substantial Completion shall be signed by submitted to the Owner CITY and the Contractor to evidence CONTRACTOR for their written acceptance of the responsibilities assigned to them in such certificateeach. Upon Substantial Completion (as defined in this agreement) for all stages of the Work, or designated portion thereof, and upon application by the CONTRACTOR, certification by the Project Engineer, and approval by the CITY, the CITY shall make payment, reflecting adjustment in retainage, if any, for such Work shall be achieved on or before portion thereof as provided in the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTContract Documents.

Substantial Completion. When Contractor considers a Deliverable Portion of Work Substantially Complete, Contractor shall prepare for Owner Parties’ review and approval a comprehensive list of incomplete and unsatisfactory items. Owner Parties will edit and supplement this list, as appropriate, and when approved the list shall be the Punch List for such Deliverable Portion of Work. Contractor and Owner Parties shall also, at the same time they develop the first Punch List, establish a schedule (the “Punch List Schedule”) setting forth anticipated dates for Owner Parties’ inspections of all anticipated Deliverable Portions of Work to determine Substantial Completion” means Completion and Final Completion of the stage same. Notwithstanding anything to the contrary contained in the progress Contract Documents, a Deliverable Portion of Work with systems - e.g., mechanical, electrical, HVAC - shall not be considered Substantially Complete until it has demonstrated a minimum of thirty (30) consecutive Days of successful, trouble-free operation, beginning after all inspections and testing have been completed for such Deliverable Portion of Work. SAMPLE Once a Punch List and Punch List Schedule are mutually accepted, Owner Parties will inspect the Project to determine if each Deliverable Portion of Work when is Substantially Complete. During inspection, if Owner Parties determine any incomplete or incorrect item, whether or not included on the WorkPunch List, or designated portions thereofcauses the Deliverable Portion of Work to fail to be Substantially Complete, may still require minor modifications or adjustments butContractor shall be given notice and shall promptly correct such item. Following completion of all incomplete items, in Contractor shall request that Owner Parties’ re-inspect the Owner’s opinionDeliverable Portion of Work to again determine if it is Substantially Complete. When Owner Parties determine a Deliverable Portion of Work is Substantially Complete, the Work has progressed to the point such that all parts of the Work under consideration are fully operational and usable for intended purposes, as evidenced by Owner Parties will prepare a certificate (a “Certificate of Substantial Completion approved by the Owner. If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify Owner’s Designated Representative (sometimes referred to as the “ODRCompletion”) and request a determination as to whether the Work or designated portion thereof is substantially complete. If the ODR does not consider the Work substantially complete, the ODR that will notify the Contractor giving reasons therefore. Failure on the Owner’s part to list a reason does not alter the responsibility of the Contractor to complete all Work in accordance with the terms of this Agreement. After satisfactorily completing items identified by Owner’s Designated Representative, the Contractor shall then submit another request for the ODR to determine Substantial Completion. If The ODR considers the Work substantially complete, The ODR will prepare and deliver a certificate of Substantial Completion which shall establish the date of Substantial CompletionCompletion of that Deliverable Portion of Work, shall include a punch list of items to be completed or corrected before final completion and final payment, shall establish fix the time within which the Contractor shall finish the punch listcomplete and correct items noted in that Certificate of Substantial Completion, and shall establish designate the responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage and insurance pertaining to the such Deliverable Portion of Work. Upon receipt of a Certificate of Substantial Completion, Contractor shall diligently complete all items of incomplete Work and repair all Defective Work, warranty including those identified in the applicable Punch List and insuranceCertificate of Substantial Completion. Failure However, failure by any party to include an item on the punch list does Punch List or in the Certificate of Substantial Completion shall not alter the Contractor’s responsibility of the Contractor to complete all Work in accordance with the terms Contract Documents. In accordance with the Punch List Schedule, Owner Parties anticipate they will make an initial visit and conditions one re-inspection for each of this AgreementContractor’s Deliverable Portions of Work. The certificate If, after making a re-inspection, Owner Parties determine a Deliverable Portion of Work is not Substantially Complete or that previously scheduled Punch List Work has not been completed, Contractor shall pay, without Owner’s reimbursement, Owner Parties’ costs and expenses resulting from additional inspections necessary for Owner Parties to issue Certificates of Substantial Completion shall be signed by the Owner and the Contractor to evidence acceptance of the responsibilities assigned to them in such certificate. Substantial Completion (as defined in this agreement) for all stages of the Work shall be achieved on or before the following Substantial Completion date: DATE FOR SUBSTANTIAL COMPLETION: TBD Under no circumstances will the time for Substantial Completion exceed this date without a written amendment to this Agreement. THE TIMES SET FORTH IN THE CONSTRUCTION DOCUMENTS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT. TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENTCompletion.