Common use of Substantial Completion Clause in Contracts

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”i) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Gateway Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have occurred, the right to have one or more representatives Borrower and the Independent Engineer present during shall have certified to such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, effect to the extent applicableAdministrative Agent, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve shall have certified that, to its knowledge, the Notice of Loan Parties have sufficient funds available to achieve Gateway Final Completion, and (ii) Diablo Substantial Completion has occurred (and, if applicable, the Diablo Expansion Substantial Completion has occurred, and, if the EPC Option has been exercised, the Diablo Project Substantial Completion has occurred), the Borrower and the Independent Engineer shall have certified to such effect to the Administrative Agent, and the Independent Engineer shall have certified that, to its knowledge, the Loan Parties have sufficient funds available to achieve Diablo Final Completion; provided that Gateway Substantial Completion and Diablo Substantial Completion (and, if applicable, the Diablo Expansion Substantial Completion, System Owner shalland, within if the EPC Option has been exercised, the Diablo Project Substantial Completion) shall 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 Review Periodor 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 (aas such term is defined in the applicable EPC Contract) notify Supplier 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 its approval liens, a punch list or withhold drawings or other books and records), so long as (A)(1) the Termination Date under and as defined in the Equity Contribution Agreement has not occurred or (2) 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 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 (bB) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not shall have certified that, to approve its knowledge, such deposited amount (or amount of available unused equity commitments under the Notice Equity Contribution Agreement) is reasonably expected to be sufficient to make payment of Substantial Completion because the requirements for Substantial Completion have not been metsuch Project Company’s reasonably anticipated liability in connection with such Dispute(s) (after giving effect to all potential offsets, System Owner shallretainage, within the Substantial Completion Review Period, notify Supplier of its non-approval counterclaims and include a detailed explanation for the basis thereof. Supplier shall promptly undertake any other amounts payable to such action or work as necessary to achieve Project Company by such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXEPC Contractor).

Substantial Completion. Section 7.4.1 13.15.1 When Supplier believes that it has achieved Contractor considers the requirements of Substantial Completion, Supplier shall provide written notice Work (the “Notice of Substantial Completion”or portions thereof) to System Owner stating that Supplier has have achieved Substantial Completion, together Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with copies MSG and Project Manager, a schedule setting forth anticipated dates for inspections of all documents (as identified the Work by MSG, Project Manager and Architect in the definition of Substantial Completion) that are required order to be delivered to System Owner to meet determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been previously deliveredcompleted, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. Section 7.4.2 Upon receipt 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the Notice criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of Completion in the Notice form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”)Punchlist. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes (a) Except as provided in Paragraph 6(b), the Premises shall be deemed to be substantially complete when (i) Landlord’s Work has been completed (except for items of work and adjustment of equipment and fixtures that it can be completed after the Premises are occupied without causing substantial interference with Tenant’s use of the Premises (i.e., the “punch list” items)), as reasonably determined by Landlord’s architect (based on AIA standards), and (ii) Landlord has achieved obtained the final inspection for the Premises from the appropriate governmental authority for the local jurisdiction, which shall grant permission to legally occupy the Premises. (b) If Landlord shall be delayed in completing Landlord’s Work as a result of (1) Tenant’s failure to comply with any of the approval requirements and deadlines specified in this Exhibit or with any of the other requirements of Substantial Completionthis Exhibit or the Lease, Supplier shall provide written notice (2) Tenant’s request for modifications to the “Notice Approved Space Plans or the Final Construction Drawings (other than pursuant to Tenant’s permitted comment period hereunder), (3) Tenant’s failure to pay when due any amount required pursuant to this Exhibit, (4) Tenant’s request for long lead time materials, finishes or installations, or (5) the performance or timing of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completionany work, together with copies of all documents (as identified in or the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of entry into the Notice of Substantial CompletionPremises, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable timeby Tenant or any person or firm employed or retained by Tenant, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, then for purposes of achieving Substantial Completiondetermining the Lease Commencement Date, and System Owner Landlord’s Work shall have the right be deemed to have one or more representatives and been substantially complete on the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner date that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of Landlord determines in its approval and (b) issue written notice to Supplier to complete the reasonable judgment that Landlord’s Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements would have been achievedsubstantially complete if such delay(s) had not occurred. Such procedure Landlord shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Ownerprovide Tenant’s notification, then Authorized Representative with notice of any such dispute shall be resolved in accordance with Article XIXdelays by Tenant.

Substantial Completion. Section 7.4.1 When Supplier believes 8.1 Lessor shall give Lessee written notice ten (10) days before it anticipates achieving Substantial Completion. 8.2 Lessee shall: 8.2.1 promptly, and in any event no later than seven (7) days after receiving Lessor’s written notice under clause 8.1 or a notice under paragraph 8.2.3 of this clause 8.2 (as the case may be), inspect the construction; and 8.2.2 if satisfied that it Substantial Completion has achieved been achieved, issue a notice to Lessor: (a) stating the requirements date upon which Lessee determines Substantial Completion was achieved; and (b) containing a list of any minor Defects of the type described in paragraph (a) of the definition of “Substantial Completion”; or 8.2.3 if not satisfied that Substantial Completion has been achieved, issue a notice so advising Lessor. 8.3 Upon the issue of a notice of Substantial Completion, Supplier Completion under Clause 8.2.2 8.3.1 Lessor shall provide written notice complete remaining office fitout not required to be completed for achieving Substantial Completion as soon as possible and no later than thirty (30) days after the “issuance of the Notice of Substantial Completion”Completion or issuance of Temporary Occupancy Permit; 8.3.2 Lessor shall repair all remaining minor Defects of the type described in paragraph (a) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of “Substantial Completion” as soon as possible and no later than fifteen (15) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt days after the issuance of the Notice of Substantial Completion; 8.3.3 all utilities supplies are connected and available for use; 8.3.4 removed from the Facility site all unused materials, System Owner waste, construction equipment and temporary structures; 8.3.5 Lessor shall promptly proceed obtain and provide to obtain Independent EngineerLessee a copy of all governments Approvals, including, but not limited to, quality bureau, power bureau, fire bureau, and use and occupancy certificate for the Facility to be used as a factory, and the punch list is completed; And Lessee shall not officially use the Facility but except Lessee’s review equipment installation before Handover. 8.3.6 Handover the Facility to Lessee when above conditions are satisfied (“Handover”) and approval meets definition of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.Contract;

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when Seller considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together with copies of all documents (as identified Seller shall certify that the Work has achieved Substantial Completion by delivering a certificate substantially in the definition form of Substantial Completion) that are required to be delivered to System Owner to meet Exhibit Y (the “Substantial Completion that have not been previously delivered. Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.4.2 Upon receipt of the Notice of Substantial Completion7.6(a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of include with such Substantial Completion and the Commissioning Report within Certificate a reasonable timecopy of its proposed Punchlist. Buyer shall, but in no event more than on or before ten (10) Business Days following after receipt of such Substantial Completion Certificate provided in accordance with the Notice requirements of this Agreement, either (i) confirm in writing to Seller that it agrees that the Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all accompanying documents or such longer period of time as specified deficiencies in the Construction Schedule (Work or that served as the “basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion Review Period”and resubmit its Substantial Completion Certificate to Buyer. For all purposes of this Agreement, the Work shall be deemed to have achieved Substantial Completion on the earlier of (A) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Substantial Completion and (B) if on or before ten (10) Business Days after receipt of a Substantial Completion Certificate provided in accordance with the requirements of this Agreement, Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to clause (ii) above, the tenth (10th) Business Day after receipt of such Substantial Completion Certificate; provided, however, that, for the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.4(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.4(c), the Work shall be deemed to have achieved Substantial Completion on (1) if Buyer does not dispute Seller’s Substantial Completion Certificate as provided above, the date Seller issues to Buyer such Substantial Completion Certificate, or (2) if Buyer disputes Seller’s Substantial Completion Certificate as provided above and, without resolving Buyer’s objections and resubmitting its Substantial Completion Certificate, Seller disputes Buyer’s objections, then the later of (x) the date Seller issued to Buyer such Substantial Completion Certificate or (y) the date that, according to the final resolution of the Dispute (whether by agreement of the Parties or Expert determination pursuant to Section 26.10(b)), is determined to be the date as of which all conditions to Substantial Completion were, and continued to be, satisfied. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationGuaranteed Substantial Completion Date, then such dispute Seller shall be resolved in accordance with Article XIX.pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)55 for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date Seller achieves Substantial Completion,

Substantial Completion. Section 7.4.1 When Supplier believes that it has (i) The Concessionaire shall provide the Department with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire and the Department shall meet, confer and exchange information on a regular basis with the goal being the Department’s orderly, timely inspection and review of the Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Department shall conduct an inspection of the Project, the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion is achieved and, not later than five days following the requirements expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Concessionaire. (ii) If the Department disapproves the issuance of a Substantial Completion Certificate, then the Department shall provide a written notice to the Concessionaire specifying its reasons for such disapproval, and the Concessionaire shall have a reasonable opportunity to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXthe dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice to the Department if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate within such 21-day period, and if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire notice, if the delay is not a result of a Concessionaire Party action or inaction, then such delay shall constitute a Compensation Event, and the Concessionaire shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.14(c), when the requirements for Substantial Completion have been achieved with respect to the New Lanes in their entirety in accordance with this Section (without regard to the status of the remainder of the Project), (A) the Department shall issue a Substantial Completion Certificate for the New Lanes, (B) the Department shall assume responsibility from the Concessionaire for operation and maintenance of the New Lanes, (C) the Department shall include such constructed New Lanes as part of the State Highway system, and (D) the Concessionaire shall have no further obligations with respect to the New Lanes except as required to satisfy the conditions to Final Acceptance as provided in Section 7.13(b) and as required by Sections 7.19, 8.07, 14.01 and 14.03; provided, that solely for the purpose of processing such Final Acceptance, all references to the Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. Section 7.4.1 When Supplier believes For purposes hereof, the Finish Work shall be deemed to be "substantially complete" when: (i) all ceilings and lighting in the applicable space are in and operative; (ii) all walls and partitions in the applicable space have been erected with final painting or wall covering complete, and doors and hardware have been installed; (iii) all built-in cabinetry, millwork, glass, stairways, plumbing and bookshelves in the applicable space have been completed and installed; (iv) all floor coverings in the applicable space have been installed; (v) building elevators, plumbing, HVAC and electrical systems serving the applicable space have been installed and are in good working condition; electrical service is adequate for Tenant's lighting fixtures, office equipment and additional requirements, in keeping with the approved space plans and Final Working Drawings; and HVAC system has been balanced; (vi) all debris has been removed from the applicable space, and the applicable space cleaned; and (vii) a certificate of occupancy for the applicable space has been granted by the City of Dallas, Texas. Landlord and Tenant agree that it has achieved minor "punch-list" type items which do not impede Tenant's use of the requirements applicable space will not prevent the Finish Work from being considered "substantially complete". Prior to the applicable space being delivered to Tenant, a representative of Substantial Completion, Supplier Landlord and a representative of Tenant shall provide written notice walk through the applicable space and jointly prepare a list (the “Notice "Punch List") of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completionminor items which, together with copies of all documents (as identified in the definition mutual opinion of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that Landlord and Tenant, have not been previously delivered. Section 7.4.2 Upon receipt fully completed or require repair (the "Punch List Items"). Landlord will deliver a copy of the Notice of Substantial Completion, System Owner Punch List to Tenant immediately upon request by Tenant. Landlord shall promptly proceed to obtain Independent Engineer’s review and approval diligently cause the completion of the Notice of Substantial Completion and the Commissioning Report Punch List Items within a reasonable time, but in no event more than ten (10) Business Days following receipt time after Tenant commences occupancy of the Notice of Substantial Completion space, taking reasonable steps to minimize disruption to Tenant's use and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice occupancy of the date and time of space while the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedPunch List Items are being completed. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 10.3.1 Substantial Completion shall occur on the date on which: (i) Mechanical Completion has occurred, (ii) the Performance Tests required for Substantial Completion in Exhibit A have been completed, (iii) the Facility has achieved 95% or more of the Target Performance Criteria for Facility output and 105% or less of the Target Performance Criteria for Facility heat rate, (iv) a thirty (30) hour continuous operation of the Facility has been demonstrated in accordance with the continuous operation test as described in Exhibit A, and (v) there are no known items of uncompleted Work as of such date that would prevent compliance with the criteria in Article 10.1.1(a), (c) and (d); 10.3.2 When Supplier Contractor believes that it has achieved Substantial Completion of the Facility, Contractor shall tender a certificate of Substantial Completion to Owner in substantially the form attached hereto as Exhibit F-1, together with documentation sufficient for independent verification. Owner shall accept or reject Contractor's certification of Substantial Completion in writing within five (5) Business Days after receipt of Contractor's tender. If Owner fails to notify Contractor of any such known reasons within the allotted time, the Facility shall be deemed to have achieved Substantial Completion. If Owner rejects Contractor's certification of Substantial Completion, Owner shall identify its reasons for rejection in detail sufficient for verification and thereafter Contractor shall: (a) take prompt corrective action, as necessary, to achieve the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within then submit a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice new certification of Substantial Completion to System Owner stating as provided for above; or (b) disagree with Owner's reasons for such rejection, promptly notify Owner, and the Parties shall attempt to resolve the disagreement without delay. If the disagreement cannot be resolved within five (5) Business Days, then Contractor may cease further Performance Testing and seek a determination whether or not Substantial Completion has been achieved under Article 12 "Dispute Resolution". 10.3.3 Notwithstanding the obligations of Contractor set forth in Articles 10.3.1 and 10.3.2, if Contractor is unsuccessful in meeting the Target Performance Criteria for the Facility after reasonable efforts to do so within ninety (90) days of the commencement of initial Performance Tests, Contractor shall not be obligated to continue to run Performance Tests. In such case, Owner and Contractor shall discuss alternatives that Supplier believes may be available to Owner that may remedy the problems that Owner and Contractor have encountered during the attempted Performance Tests. Contractor's costs of implementing any such requirements have been achieved. Such procedure alternative(s) that are agreed upon shall be repeated until Substantial Completion is achieved. If Supplier disputes Reimbursable Costs that are not included in the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXContract Sum and not chargeable against the Target Price.

Substantial Completion. Section 7.4.1 When Supplier believes Upon a determination by Northwind that it the Plant has achieved been substantially completed in accordance with the requirements Plant Plans and Specifications, which shall only be when (i) the Plant has demonstrated performance in accordance with the design requirements, all applicable Laws and Government Approvals, the Quality Control and Inspection Program, and the Performance Tests, and Northwind has so certified to Aladdin, (ii) Northwind has further certified to Aladdin that the Plant has been designed and constructed and is operating in accordance with the Work and this Agreement and (iii) Northwind has performed all obligations under this Agreement to be then performed by Northwind, Northwind shall deliver to Aladdin a certificate of substantial completion (the "Substantial Completion Certificate"), which shall be in the form agreed to, initialed by the Parties and attached hereto as Exhibit E by not later than thirty (30) days after Notice to Proceed is received by Northwind. If Aladdin believes, at the time of such certification by Northwind, that the Plant has not reached Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completionthen, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within after Aladdin receives the Substantial Completion Review PeriodCertificate, (a) notify Supplier of its approval and (b) issue Aladdin shall provide Northwind with written notice clearly setting forth the basis for Aladdin's belief. Any portions of the Plant to Supplier which timely objection is not made by Aladdin shall be considered substantially complete. Failure by Aladdin to deliver any notice within said ten (10) Business Day period shall be deemed to be acceptance of the Plant as substantially complete. If Aladdin delivers a notice as aforesaid, Northwind shall determine whether it agrees with such notice, and if Northwind does so agree, Northwind shall complete the Work Plant in the manner required by the terms of this Agreement diligently and in good faith. If Northwind does not agree with Aladdin's notice, Northwind shall so inform Aladdin and Northwind and Aladdin promptly shall confer and exert their best efforts in good faith to reach a reasonable and equitable resolution of the issue. If Northwind and Aladdin are unable to resolve the issue within five (5) Business Days, then the “Notice matter shall be referred to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not Engineer, and the Parties agree to approve accept the Notice of Substantial Completion because the requirements for Substantial Completion have not been metIndependent Engineer's determination as binding, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXact accordingly.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of “Substantial Completion” or “Substantially Complete” means that Landlord’s Work has been sufficiently completed such that the Premises is suitable for its intended purpose, Supplier shall provide written notice (the “Notice notwithstanding any minor or insubstantial details of Substantial Completion”) to System Owner stating construction, decoration or mechanical adjustment that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required remain to be delivered performed (“Punch List Items”). Landlord shall complete all Punch List Items following notice thereof from Tenant; provided, however, that except to System Owner the extent to meet Substantial Completion that which Tenant shall have given Landlord notice of any Punch List Items not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more later than ten (10) Business Days following receipt 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 Substantial Completion of the Notice Landlord’s Work such that the Commencement Date does not occur on the date that is 15 weeks from the delivery of Substantial Completion the construction permits, and all accompanying documents such delay is not caused by a Tenant Delay, additional municipal delay including but not limited to inspections, Force Majeure or such longer period long lead time items, 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 any language of time the Lease to the contrary, if Landlord’s Work is delayed by a Tenant Delay then Tenant shall begin paying Rent as specified in required under the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice Lease as of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, Commencement Date would have occurred but for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedTenant Delay. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier 7.3.1 ▇▇▇▇▇▇ Mechanical shall notify Owner when it believes the Plant has achieved Substantial Completion and, with or before such notice. ▇▇▇▇▇▇ Mechanical shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work, (ii) the remaining items of Work that have to be completed before Final Completion (omissions of an item from the list shall not be a waiver of the right to have such items of Work done or an admission that it has achieved was done), (iii) provisions (to the requirements extent not already provided in the Contract) establishing Owner’s and ▇▇▇▇▇▇ Mechanical’s responsibility for the Plant’s security, maintenance, utilities and insurance pending final payment and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, Supplier shall provide written notice (except as may otherwise be noted in the “Notice Certificate of Substantial Completion”. Within five (5) days of Owner’s receipt of ▇▇▇▇▇▇ Mechanical’s notice, Owner and ▇▇▇▇▇▇ Mechanical will jointly inspect the Plant Work to System Owner stating that Supplier verify the Plant has achieved Substantial CompletionCompletion with permanent equipment installed in operating condition and order required under the Contract, together with copies and verify the additional Work necessary to complete before Final Completion and to develop a mutually-agreeable Punch List. Owner shall give notice of all documents (as identified in objection to the definition claim of Substantial CompletionCompletion within seven (7) that are required days of the joint inspection date. Owner shall, within seven calendar days after the inspection deliver to ▇▇▇▇▇▇ Mechanical its proposed Punch List signed by Owner’s Representative. Such Punch List shall clearly designate which items, if any, need to be delivered completed in order to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon reach Final Completion. ▇▇▇▇▇▇ Mechanical shall within six (6) calendar days of receipt of the Notice of Substantial CompletionPunch List ▇▇▇▇ the list to show ▇▇▇▇▇▇ Mechanical’s disagreement, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval if any, with any of the Notice of Substantial Completion items listed by Owner, and the Commissioning Report within return a reasonable time, but in no event more than ten (10) Business Days following receipt copy of the Notice of Substantial Completion list so marked and all accompanying documents or such longer period of time as specified in signed by ▇▇▇▇▇▇ Mechanical to Owner. In the Construction Schedule event that Parties do not agree on the items that should be included on the Punch List within eight (8) calendar days thereafter, then either Party may submit the “Substantial Completion Review Period”)matter to disputes resolution under Section 17 below. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of 7.3.2 Upon achieving Substantial Completion, Hams Mechanical shall proceed to complete the Work and System Delta-T with assistance from ▇▇▇▇▇▇ Mechanical and Owner will continue the Performance Test protocol described at Exhibit C in effort to attain 100% of the performance guarantees as prescribed by Exhibit D for the periods required by Exhibit D. Upon achieving Substantial Completion, Owner shall have release to ▇▇▇▇▇▇ Mechanical 90% of the right to have one or more representatives Retainage, and the Independent Engineer present during such inspection or review. If the representative remaining 10% of the applicable Governmental Authority Retainage shall be retained until Final Completion or, if earlier, until the Plant achieves 100% of the performance guarantees as prescribed by Exhibit D for the periods required by Exhibit D. If earlier than Final Completion the Plant achieves 100% of the performance guarantees, the then remaining Retainage shall be released, less an amount equal to 150% of the reasonable value of all remaining or Host Utility notifies Supplier or System Owner that incomplete items of Work as noted in the requirements for achieving Certificate of Substantial Completion have not been achievedor as previously documented in writing. 7.3.3 At Substantial Completion, then Supplier care, custody and control of the Plant, shall promptly take such action pass to Owner. Subsequent to Substantial Completion, Owner will permit ▇▇▇▇▇▇ Mechanical access to the Plant, subject only to restrictions as necessary to achieve such requirements andfor security and safety, so that ▇▇▇▇▇▇ Mechanical may conduct Corrective Action and additional Performance Tests as provided in this Article 7. After Substantial Completion, Owner shall be solely-responsible for providing property insurance coverage of the Plant, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 7.3.1 above, (ii) ▇▇▇▇▇▇ Mechanical and Owner have obtained the consent of their sureties and insurers, and to the extent applicable, schedule another inspection the appropriate government authorities having jurisdiction over the Plant, and (iii) Owner’s use or review occupancy will not significantly interfere with ▇▇▇▇▇▇ Mechanical’s completion of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedremaining Work. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of (a) As used herein “Substantial Completion,” “Substantially Completed,” and any derivations thereof mean that (i) the Tenant Improvements have been substantially completed in accordance with the Final CDs as determined by Architect (and confirmed by Landlord’s construction manager, Supplier which confirmation shall provide written notice not be unreasonably withheld, conditioned or delayed), (ii) Tenant can lawfully occupy the Premises for business purposes. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments and other “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required punch-list” items remain to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner completed. Tenant shall have the right sole responsibility for obtaining any certificate of occupancy (or equivalent). When the Architect considers the Tenant Improvements to have one or more representatives be Substantially Completed, Tenant will notify Landlord and the Independent Engineer present during such inspection or review. If the representative within three (3) business days thereafter, Landlord’s Representative and Tenant’s Representative shall conduct a walk-through of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner Premises and identify any necessary touch-up work, repairs and minor completion items that are necessary for final completion of the requirements for achieving Tenant Improvements. Tenant shall use commercially reasonable efforts to cause the General Contractor performing the Tenant Improvements to complete all punch-list items within thirty (30) days after agreement thereon. Notwithstanding the above, Substantial Completion have of the Tenant Improvements is not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, a condition to the extent applicable, schedule another inspection Commencement Date or review of Tenant’s obligation to pay Rent under the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedLease. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure All Tenant Improvements shall be repeated until Substantial Completion is achievedthe property of Landlord upon installation unless Landlord and Tenant otherwise agree in writing and provided that Landlord may designate for removal by Tenant (and at Tenant’s cost) any Tenant Improvements that are not Building Standard. If Supplier disputes For purposes of the reasons stated in System Owner’s notificationforegoing sentence, then such dispute the following shall be resolved in accordance with Article XIXdeemed Building Standard Tenant Improvements: usual office improvements for a general, standard office use such as standard gypsum board, partitions, typical office ceiling grids and tiles, typical office lighting panels, typical office doors and carpeting, standard break rooms and lunchrooms.

Substantial Completion. Section 7.4.1 When Supplier believes that it Suite 750 Improvements shall be deemed substantially complete when all work called for by the Drawings has achieved been finished and the requirements of Premises (including Suite 750) is ready to be used and occupied by Tenant, even though minor items may remain to be installed, finished or corrected (“Substantial Completion, Supplier shall provide written notice (Completion Date” or the “Notice Date of Substantial Completion”). Tenant shall cause the contractors to diligently complete any items of work not completed when the Premises (including Suite 750) are substantially complete. In the event of any dispute as to System Owner stating that Supplier has achieved substantial completion of Suite 750 Improvements, the statement of Landlord’s construction manager shall be conclusive. Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner completion shall have the right to have one or more representatives and the Independent Engineer present during such inspection or reviewoccurred notwithstanding punch list items. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within Promptly after the Substantial Completion Review PeriodDate, the parties will execute an instrument in the form attached hereto as Exhibit C, setting forth the Suite 750 Commencement Date, so that said date is certain and such instrument, when executed, is hereby made a part of this Amendment and incorporated herein by reference. NO DELAY IN THE SUBSTANTIAL COMPLETION DATE SHALL CAUSE THE RENT SUITE 750 COMMENCEMENT DATE TO BE DELAYED; PROVIDED, HOWEVER, TO THE EXTENT THE SUBSTANTIAL COMPLETION DATE DOES NOT OCCUR WITHIN NINETY (a90) notify Supplier of its approval and DAYS FOLLOWING THE DELIVERY DATE, AND SUCH DELAY IS DUE TO A LANDLORD DELAY, THEN THE SUITE 750 COMMENCEMENT DATE SHALL BE DELAYED BY THE SAME AMOUNT OF TIME AS THE LANDLORD DELAY. MOREOVER, IF THE LANDLORD DELAY CAUSES THE SUBSTANTIAL COMPLETION DATE TO EXTEND BEYOND ONE HUNDRED TWENTY (b120) issue written notice to Supplier to complete the Work DAYS FOLLOWING THE DELIVERY DATE, THEN IN ADDITION TO THE EXTENSION OF THE RENT SUITE 750 COMMENCEMENT DATE, TENANT SHALL ALSO BE ENTITLED TO ONE (the “Notice to Complete”)1) ADDITIONAL DAY OF ABATED BASE RENT FOR EACH DAY THAT THE LANDLORD DELAY CAUSES THE SUBSTANTIAL COMPLETION DATE TO EXTEND BEYOND SUCH DATE. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of As used herein, “Substantial Completion, Supplier ” shall provide written notice mean (and the Premises shall be deemed “Notice of Substantial CompletionSubstantially Complete”) when (i) the City of Seattle has given final approval in writing that all TI Work under the construction permit has been completed, (ii) installation of the TI Work has occurred in accordance with the Working Drawings, subject only to System Owner stating that Supplier has achieved punch-list items described below, and (iii) basic services as required under the Lease are available to the Premises. Notwithstanding the foregoing, Substantial Completion, together with copies Completion shall be deemed to have occurred on the date on which Tenant takes occupancy of all documents (as identified in the definition of Premises and commences to do business therein. Substantial Completion) that are required Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be delivered 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 System Owner to meet Substantial Completion 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 that have not been previously delivered. Section 7.4.2 Upon receipt been, but should have been, finished or furnished by Tenant prior to such date. Tenant shall proceed diligently to complete, 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 shall not release all of the Notice retainage to the TI Contractor until such time as Tenant reasonably believes all punch-list items have been completed. Release of Substantial Completion, System Owner any retainage shall promptly proceed to obtain Independent Engineer’s review and approval not release or relieve Tenant of the Notice of Substantial Completion obligation to cause all punch-list items to be completed and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified Premises to be in the Construction Schedule (the “Substantial Completion Review Period”)condition as required under this Lease. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes The Landlord Work shall be deemed to be “Substantially Complete” on the date that it all Landlord Work (other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Premises) has achieved been performed and Landlord has received a certificate of occupancy, temporary certificate of occupancy, final inspection approval, or other governmental approval required for occupancy of the requirements 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 CompletionCompletion for any reason. Prior to or not later than five (5) Business Days after the date upon which the Premises are delivered to Tenant, Supplier a representative of Landlord and a representative of Tenant shall provide written notice walk through the Premises and jointly prepare a list of minor items which, in the mutual opinion of Landlord and Tenant, have not been fully completed or which require repair (the “Notice of Substantial CompletionPunch List Items”) ). Landlord shall cause its contractor to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in complete or repair the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt Punch List Items within 30 days after the date of the Notice “walk-through” (or such long period as may be required if such work cannot reasonably be completed within such thirty (30) day period). Tenant shall not be entitled to any abatement of Substantial Completion, System Owner shall promptly proceed any rental obligations as pertains to obtain Independent Engineer’s review and approval the Premises pending completion of the Notice of Substantial Completion and the Commissioning Report within Punch List Items. If Tenant is unable to participate in a reasonable time, but in no event more than ten (10) Business Days following receipt walk-through of the Notice of Substantial Completion and all accompanying documents or such longer period of time Premises, as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utilitydescribed herein, if requiredprior to taking occupancy, for purposes of achieving Substantial Completion, and System Owner Landlord shall have the right to have one or more representatives and conduct a walk-through with Landlord’s contractor for the Independent Engineer present during such inspection or review. If purpose of verifying the representative condition of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary Premises prior to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedTenant’s move-in activities. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (A) Attached hereto as Exhibit C is a schematic work plan (the “Notice "Plan") and accompanying specification (the "Specifications") showing in schematic fashion and also describing the detail pursuant to which the Premises will be built out and improved for Tenant's occupancy. The Plan and Specifications are collectively called the "Plans." Tenant hereby approves the Plans and acknowledges that they show in schematic fashion the work. Landlord and Tenant hereby agree that upon the terms and conditions herein set forth, Landlord shall build out and improve the Premises consistent with the scope of Substantial Completion”work shown on the Plan and set forth in the Specifications using materials and construction methods as determined by Landlord ("Landlord's Work"). In no event shall Landlord's Work exceed the scope shown on the Plan and set forth in the Specifications. Without limiting the generality of the foregoing sentence, in no event shall Landlord have any responsibility for the installation or connection of Tenant's computer, telephone, other communication equipment, systems or wiring. Based on the aforesaid Plans, Landlord will prepare or cause to be prepared construction plans and accompanying specifications (if needed) for Landlord's Work consistent with the Plans. Said construction plans and specifications will be submitted by Landlord to System Owner stating that Supplier has achieved Substantial CompletionTenant and Tenant shall have the limited right to approve same for consistency with the Plans, such approval not to be unreasonably withheld, delayed, or conditioned. If Tenant does not respond to Landlord within three (3) business days after receipt of the construction plans and specifications from Landlord, Tenant shall be deemed to have approved same. (B) Subject to delays due to Force Majeure, as defined in Section 6.1, Landlord shall use reasonable speed and diligence in the performance of Landlord's Work, but Tenant shall have no claim against Landlord for failure so to complete construction of Landlord's Work in the Premises, except for the right to terminate this Lease, without further liability to either party, in accordance with the provisions hereinafter specified in Section 3.2. The Premises shall be treated as having been substantially completed and be deemed ready for Tenant's occupancy on the later of: (a) The date on which Landlord's Work, together with copies common facilities for access and services to the Premises, has been completed (or would have been completed except for Tenant Delay) except for items of all documents (as identified in the definition work and adjustment of Substantial Completion) that are required to equipment and fixtures which can be delivered to System Owner to meet Substantial Completion that have not completed after occupancy has been previously delivered. Section 7.4.2 Upon receipt taken without causing substantial interference with Tenant's use of the Notice Premises (i.e. so-called "punch list" items) and items of Substantial Completionwork for which there is a long lead time in obtaining the materials therefor or which are specially or specifically manufactured, System Owner shall promptly proceed produced or milled for the work in or to obtain Independent Engineer’s review the Premises and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable timerequire additional time for receipt or installation ("long lead" items), but in no event more than ten or (10b) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the The date and time of the inspection or review of the System by a representative of when permission has been obtained from the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements andgovernmental authority, to the extent applicablerequired by law, schedule another inspection or review for occupancy by Tenant of the SystemPremises for the Permitted Use. Such procedure Landlord shall complete as soon as conditions practically permit all items and work excepted by Section 3.1(B)(a) above, and Tenant shall cooperate with Landlord in providing access as may be required to complete such work in a normal manner. Landlord shall permit Tenant access for installing Tenant's trade fixtures in portions of the Premises and for wiring its computer system prior to substantial completion when all of the same can be done without material interference with remaining work or with the maintenance of harmonious labor relations. In the event of any dispute as to the date on which Landlord's Work has been completed as described in subsection 3.1(B)(a) above, the reasonable determination of Landlord's architect as to such date shall be repeated until deemed conclusive and binding on both Landlord and Tenant. Tenant agrees that no delay by it, or anyone employed by it, in performing work to prepare the Premises for occupancy (including, without limitation, the work in installing Tenant's trade fixtures) (collectively a "Tenant Delay") shall delay commencement of the Term or the obligation to pay rent, regardless of the reason for such inspection delay or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, whether or not it is within the Substantial Completion Review Periodcontrol of Tenant or any such employee, (a) notify Supplier and Landlord's Work shall be deemed completed as of the date when the same would have been substantially completed except for Tenant Delay, as determined by Landlord in the exercise of its approval good faith business judgment. Nothing contained in this paragraph shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”)conditions contained in this Lease. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 38.1 When Supplier the Contractor considers the entire Work or any portion thereof Substantially Complete, the Contractor shall notify the Architect and Owner of such condition and request that a certificate of Substantial Completion be issued. Accompanying this notification, the Contractor shall submit a list of all Work not completed or Work that the Contractor believes that it has achieved the to be not completed in accordance with requirements of Substantial Completion, Supplier shall provide written notice the Contract Documents (the “Notice Work Completion List”). Prior to Substantial Completion and prior to a certificate of Substantial Completion”) Completion being issued, the Contractor shall complete all training of Owner personnel required by the Contract Documents. The Owner may elect at its sole discretion, in writing, to System Owner stating that Supplier has achieved exempt certain portions of the Work from Substantial Completion. If any element is approved for such exemption by the Owner, together the Contractor must nonetheless satisfactorily complete this item as a condition for Final Payment. The Owner is not obligated to exempt any elements of the Work. 38.2 Within a reasonable time after being notified, the Architect will review the list of Work not complete and with copies the Owner, make a preliminary inspection of all documents the Work Completion List and the Work to determine if the list is complete and if the Work is Substantially Complete (as identified the “Preliminary Inspection”). If, in the definition opinion of the Owner and/or Architect, the Work is not Substantially Complete, the Contractor will be notified of such conditions and will be required to bring the Work to a state of Substantial Completion) that are required Completion before a final inspection takes place, at no additional cost to be delivered to System Owner to meet Substantial Completion that have not been previously deliveredOwner. Section 7.4.2 Upon receipt 38.3 If, after the Preliminary Inspection and joint consultation by and between the Architect and the Owner, in the opinion of the Notice of Substantial CompletionOwner and the Architect the Work is Substantially Complete, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice Architect will issue a certificate of Substantial Completion and prepare a punchlist of any Work that it concludes is not in compliance with the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt requirements of the Notice Contract Documents (the “Punchlist”). The Contractor shall be responsible for completing or correcting all items contained on the Work Completion List as well as the Architect’s Punchlist. 38.4 Upon the issuance of the certificate of Substantial Completion of the entire Work, or a portion thereof, the Owner shall assume responsibility from Contractor for security, maintenance, utility costs, and all accompanying documents operations of the facility, or such longer period that portion of time as specified in the Construction Schedule (the “facility for which Substantial Completion Review Period”)has been granted. The Contractor, however, shall be responsible for any damages caused by the Contractor's efforts to fully complete the Work, including any clean up costs. The Contractor's insurance will remain in force until the Final Completion of the Work. The Contractor shall remain responsible for any safety precautions associated with the Contractor's completion of any Work. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of 38.5 If the date and time of Architect, through its inspection, finds that the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Contractor has failed to achieve Substantial Completion, and System Owner shall have is required to repeat all or any portion of its Substantial Completion inspection, and provided such failure was not caused by the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative improper actions of the applicable Governmental Authority Owner: (i) the Contractor will bear the cost of the repeat inspection(s), which costs shall be deducted from any payment then or Host Utility notifies Supplier or System Owner that thereafter due to the requirements for achieving Contractor; and (ii) the Contractor shall not be entitled to additional Contract Time resulting therefrom. 38.6 Guarantees and equipment warranties required by Section 8 of these General Conditions shall commence on the date the Contractor achieves Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been metCorrection Period Start Date, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion whichever is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXlater.

Substantial Completion. Section 7.4.1 When Supplier believes that it 4.3.1 The Contractor shall achieve Substantial Completion when (i) the Facility has achieved been started-up, functionally tested, feedstock introduced, and all Pilot Scale Tests set forth on Exhibit E have been completed, data collected and reports generated to the requirements mutual satisfaction of the Owner and Contractor; and, if all Pilot Scale Tests indicate full commercial viability of the Facility and Owner’s Technology,(ii) Contractor provides verification to Owner Contractor’s willingness to guarantee the performance of the Technology under future EPC Contracts involving the same feedstock and test parameters involved in the Pilot Scale Tests. 4.3.2 Within ten (10) Days following the receipt of the Certificate of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completionform set forth in Exhibit F, System Owner shall promptly proceed inspect the Facility and review all Work,Pilot Scale Tests, data collected, reports and services performed by Contractor with respect thereto, and shall either (i) deliver to obtain Independent Engineer’s review and approval of Contractor the Notice Certificate of Substantial Completion countersigned and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner certifying that the requirements for achieving of this Contract applicable to Substantial Completion have been fully satisfied for the Facility and Substantial Completion of the Facility has accordingly been achieved or (ii) if reasonable cause exists for doing so, notify Contractor in writing that Substantial Completion of the Facility has not been achieved, then Supplier stating in detail the reasons therefore. In the event that Owner determines that Substantial Completion has not been achieved and Contractor has not disputed Owner’s determination, Contractor shall promptly take such corrective action or perform such additional Work or other services as necessary to shall achieve such requirements and, to the extent applicable, schedule another inspection or review Substantial Completion of the SystemFacility and shall issue to Owner another Certificate of Substantial Completion. Such procedure shall be repeated until such inspection or review the date that Substantial Completion of the Facility has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work achieved (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because Date”) or either party refers such matter to dispute resolution pursuant to ARTICLE 12; Owner shall respond to any such subsequent Certificate of Subsequent Completion within five (5) Days following the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis receipt thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Landlord and Tenant shall cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements in accordance with the Approved Final Drawings by the Commencement Date of the Lease as set forth in Section 7.4.1 When Supplier believes that it has achieved 2 of the requirements of Substantial Completion, Supplier shall provide written notice Lease (the “Notice "Completion Date"), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of Substantial Completion”God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, moratoriums, governmental agencies, delays on the part of governmental agencies and weather, (b) to System Owner stating that Supplier has achieved Substantial Completion, together with copies the lack of all documents (as identified availability or shortage of specialized materials used in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt construction of the Notice Tenant Improvements, (c) any matters beyond the control of Substantial CompletionLandlord, System Owner the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant's use or Tenant's specialized tenant improvements, in which event such delays are considered Tenant Delays) (the events and matters set forth in Subsections (a), (b), (c) and (d) are collectively referred to as "Force Majeure Delays"), or (e) any Tenant Delays (defined in Section 7 below). The Tenant Improvements shall promptly proceed be deemed substantially complete on the date that the General Contractor issues to obtain Independent Engineer’s review and Landlord a notice of substantial completion, or the date that the building officials of the applicable governmental agency(s) issues its final approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt construction of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified Tenant Improvements whether in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice form of the issuance of a final permit, certificate of occupancy or the written approval evidencing its final inspection on the building permit(s), or the date and time on which Tenant first takes occupancy of the inspection Premises, whichever first occurs ("Substantial Completion", or review "Substantially Completed", or "Substantially Complete"). Tenant hereby acknowledges and agrees that the term "Substantial Completion" of the System by a representative Tenant Improvements as used herein will not include the completion of the applicable Governmental Authority or Host Utilityany work associated with Tenant's Installations, if requiredincluding without limitation, for purposes of achieving Substantial CompletionTenant's high-pile storage requirements, Tenant's racking systems, and System Owner shall have the right work related to have one or more representatives any requirements of governmental and the Independent Engineer present during such inspection or reviewregulatory agencies with respect to any of Tenant's Installations. If the representative Work is not deemed to be Substantially Completed on or before the scheduled Completion Date, (i) Landlord agrees to use reasonable efforts to Substantially Complete the Work as soon as practicable thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the applicable Governmental Authority Lease or Host Utility notifies Supplier this Exhibit 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 all or System Owner that any portion of the requirements for achieving Substantial Rent, or otherwise), and (iv) except in the event of any Tenant Delays, which will not affect the Commencement Date but will extend the Completion have not been achievedDate without any penalty or liability to Landlord, then Supplier shall promptly take such action as necessary to achieve such requirements and, and notwithstanding anything to the extent applicablecontrary contained in the Lease, schedule another inspection or review the Commencement Date and the Expiration Date of the System. Such procedure term of the Lease (as defined in Section 2 of the Lease) shall be repeated until extended commensurately by the amount of time attributable to such inspection or review has been satisfactorily completed Force Majeure Delays, and approved. Landlord and Tenant shall execute a written amendment to the Lease evidencing such extensions of time, substantially in the form of Exhibit F to the Lease. Subject to the provisions of Section 7.4.4 If System Owner and 10.2 of the Independent Engineer approve Lease, the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice Tenant Improvements shall belong to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements Landlord and shall then issue another Notice be deemed to be incorporated into the Premises for all purposes of Substantial Completion the Lease, unless Landlord, in writing, indicates otherwise to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXTenant.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of The term “Substantial Completion” shall mean that (i) the Premises shall be in a state of completion which will, Supplier shall provide written notice except for any improvements or work to be performed by Tenant, allow Tenant to utilize the 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 completion of Landlord’s work, all as more fully described in Paragraph 17 below and Exhibit “Notice of Substantial Completion”F” attached hereto and (ii) to System Owner stating that Supplier Landlord has achieved Substantial Completion, together with copies of all documents received a temporary or permanent Occupancy Permit (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”defined below). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes provided that the foregoing will not be construed to relieve Tenant of achieving Substantial Completionthe obligation to install all Tenant Work (as defined in Exhibit “F”), and System Owner shall have to perform all other installations of furniture, fixtures and equipment in the right to have one or more representatives course of taking occupancy and moving into the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achievedPremises, then Supplier shall promptly take such action as necessary to achieve such requirements and, properly if and to the extent applicableapplicable governmental authorities require that such construction and other installations be completed prior to conducting final inspections or issuing a final inspection certificate, schedule another inspection certificate of occupancy, or review its equivalent (any of the Systemforegoing, 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 other installations of its furniture, fixtures and equipment properly and in accordance with applicable Governmental Requirements). Such procedure The Premises shall be repeated until such inspection deemed substantially complete even though minor or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the Independent Engineer approve non-completion of which does not materially interfere with Tenant’s use of the Notice of Substantial Completion, System Owner shall, within Premises or the Substantial Completion Review Period, (a) notify Supplier conduct of its approval and (b) issue written notice business therein. Landlord will use commercially reasonable efforts to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of cause Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes occur not later than one hundred twenty (120) days after the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXdate of this Lease.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”a) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet The Concessionaire will achieve Substantial Completion on or before the Guaranteed Substantial Completion Date, subject to adjustment in accordance with this Agreement; provided that have failure to achieve Substantial Completion by the Guaranteed Substantial Completion Date, in and of itself, will not been previously deliveredresult in a default under Section 19.01, except as set forth in Section 19.01(e). Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice (b) The Department will issue a written certificate of Substantial Completion and at such time as Substantial Completion occurs. If the Commissioning Report within Department approves the issuance of a reasonable timeSubstantial Completion Certificate, but in no event more than ten the Department will provide with its Substantial Completion Certificate a Punch List of items to be completed to achieve Final Acceptance. (10c) Business Days following receipt Substantial Completion will have been achieved when each of the Notice following conditions have occurred for the entire Project Assets: (i) all lanes of Substantial Completion traffic (including ramps, interchanges, overpasses, underpasses, and all accompanying documents or such longer period of time as specified other crossings) set forth in the Construction Schedule Documentation are in their final configuration and available for normal and safe use and operation; (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date ii) all major safety features are installed and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utilityfunctional, if including, as required, shoulders, guard rails, striping and delineations, concrete traffic barriers, bridge railings, cable safety systems, metal beam guard fences, safety end treatments, terminal anchor sections and crash attenuators; (iii) all required illumination for purposes of achieving Substantial Completion, normal and System Owner shall have the right to have one or more representatives safe use and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed operation is installed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved functional in accordance with Article XIXthe Technical Requirements; (iv) all required signs and signals for normal and safe use and operation are installed and functional in accordance with the Technical Requirements; (v) the need for temporary traffic controls or for lane closures at any time has ceased (except for any then required for routine maintenance, and except for temporary lane closures in accordance with and as permitted by a Department-approved traffic management plan solely in order to complete Punch List items); (vi) the Concessionaire has completed the toll commissioning process described in the Technical Requirements, and the ETTM System is completed, has passed all demonstration and performance testing in accordance with the Construction Documentation and the Technical Requirements, including demonstration of interoperability with E-ZPass or any successor to E-ZPass then utilized on State Highways, and is ready for normal operation unless the foregoing conditions have been previously satisfied under Section 9.02(a)(viii); (vii) the TMS (if any) and safety features for TMS components are installed and functional; and (viii) the Concessionaire has otherwise completed the Work in accordance with this Agreement, including the Technical Requirements, and with the Construction Documentation, such that the Project Assets are in a physical condition that it can be used for normal and safe vehicular travel in all lanes and at all points of entry and exit, subject only to Punch List items.

Substantial Completion. Section 7.4.1 When Supplier believes The Tenant Improvements shall be deemed to be “Substantially Completed” on the date that it (i) the Tenant Improvements are essentially and satisfactorily completed in accordance with the Final Plans to the extent that the Leased Premises may be occupied by Tenant for its Approved Use, subject only to completion of minor finishing, adjustment of equipment, and other minor construction aspects (“punch list items”) which do not, in the aggregate, cause interference (other than minor inconvenience) with the use and occupancy of the Leased Premises for the Approved Use, and (ii) a certificate of occupancy, whether conditional or final, has achieved been issued by the requirements of Substantial Completion, Supplier proper governmental authority. Landlord shall provide written give Tenant at least 30 days prior notice (the “Notice written or oral) of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt Landlord’s reasonable estimate of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice date of Substantial Completion and of the Commissioning Report within Tenant Improvements. Tenant shall schedule with Landlord a reasonable timemutually acceptable date, which will not be later than 3 business days after the date of Substantial Completion (but in no event more earlier than ten (10) Business Days following receipt the Landlord’s estimated date of Substantial Completion), for a walk-through inspection of the Notice Leased Premises. In such walk-through, Landlord and Tenant will mutually and reasonably agree upon a punch list, and subject to Tenant Delay, Landlord will use reasonable efforts to cause such punch list 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 date of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host UtilityTenant Improvements, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier the materials and equipment furnished by Landlord and Landlord’s contractors in the completion of its approval the Tenant Improvements will be of good quality and new, and (b) issue such materials and equipment and the work of such contractors shall be 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 Tenant Improvements for the Fifth Floor Premises to be Substantially Completed by November 1, 2018. 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 Fifth Floor Premises to be Substantially Completed on or before December 1, 2018, (the “Fifth 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 Fifth Floor Substantial Completion 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 lease by delivering written notice to Supplier Landlord, which notice shall be hand delivered to complete ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., and upon hand delivery of such termination notice to said address, this lease shall be deemed null and void and the Work (parties shall have no further rights or obligations hereunder, except those that specifically survive the “Notice expiration or earlier termination of this lease. Landlord and Tenant acknowledge and agree that Tenant’s damages as a result of Landlord’s failure to Complete”). Section 7.4.5 If System Owner cause the Tenant Improvements for the Fifth Floor Premises to be Substantially Completed by not later than the Fifth Floor Substantial Completion Date or the Independent Engineer has 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 basis not to approve the Notice pre-estimate of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval Tenant’s probable loss as a result thereof and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Ownerdamages constitute reasonable liquidated damages for Tenant’s notification, then such dispute shall be resolved in accordance with Article XIXloss and not a penalty.

Substantial Completion. Section 7.4.1 When Supplier believes that it 9.1. The Tenant Improvements shall be deemed substantially completed ("Substantial Completion or "Substantially Completed") when a certificate of occupancy or temporary certificate of occupancy has achieved been issued for the requirements Premises (punchlist items excepted). 9.2. Landlord shall use reasonable efforts to cause the Tenant Improvements to be Substantially Completed no later than one hundred (120) days after the later of Substantial Completion, Supplier shall provide written notice the execution date of this Lease or Tenant's delivery of the Final Plans (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer "Delivery Date"). The period of time for Landlord to Substantially Complete the Tenant Improvements shall be extended for additional periods of time equal to the time lost by Landlord or Landlord's contractors, subcontractors or suppliers due to strikes; Tenant Delay (as specified defined below); governmental restrictions and limitations; unavailability or delays in obtaining fuel, labor or materials; war or other national emergency; accidents; floods; defective materials; fire damage or other casualties; adverse weather conditions; the Construction Schedule (inability to obtain building or use and occupancy permits; or any cause similar or dissimilar to the “Substantial Completion Review Period”)foregoing which is beyond the reasonable control of Landlord or Landlord's contractors, subcontractors or suppliers. 9.3. In the event that Landlord has not delivered the Premises to Tenant in accordance with this Workletter on or before the Delivery Date (as the same may be extended pursuant to Section 7.4.3 Supplier 9.2), then Rent shall provide System Owner with reasonable notice be abated on the basis of one day of Rent (Base Rent and Additional Rent) for every day that Landlord has not delivered the Premises after the Delivery Date. In the event that the Tenant Improvements are not Substantially Completed by the date and time of which is ninety (90) days following the inspection or review of Delivery Date (as the System by a representative of the applicable Governmental Authority or Host Utilitysame may extended pursuant to Section 9.2), if required, for purposes of achieving Substantial Completion, and System Owner Tenant shall have the right to terminate this Lease. Tenant shall exercise such right, if at all, by giving Landlord written notice at any time within the ten (10) day period immediately following the expiration of such ninety (90) day period. Upon the giving of such notice, this Lease shall terminate and be deemed null and void, and neither party shall have one any further rights or more representatives and obligations hereunder. Landlord shall have no liability to Tenant with respect to a holdover penalty to Tenant's landlord under its current lease, or any other consequential damages with respect to the Independent Engineer present during such inspection or review. If the representative delivery of the Premises to Tenant. 9.4. The term Tenant Delay as used in this Workletter means any: 9.4.1. delays caused by the failure of the Proposed or Final Plans to be complete and approved by all applicable Governmental Authority governmental agencies and departments by the dates set forth herein where such failure results from the acts or Host Utility notifies Supplier omissions of Tenant or System Owner Tenant's representatives including any delays resulting from the redesign of part or all of the Final Plans after approval by Landlord for any reason; 9.4.2. delays caused by Tenant's failure to comply with the specific time periods established in this Workletter; 9.4.3. delays, not caused by Landlord, in furnishing materials or procuring labor required for installations or work in the Premises which are not customarily provided by Landlord for office tenants in the Building, provided that Tenant shall be notified of Landlord's good faith estimate of the anticipated delay promptly after discovery thereof by Landlord, and shall be given an opportunity to specify alternative materials or requirements customarily provided by Landlord for office tenants;; 9.4.4. delays resulting from a Change Order (not to exceed the amount of time agreed to pursuant to the Change Order for the extension of the Delivery Date); 9.4.5. delays, not caused by Landlord, in furnishing materials or procuring labor for completion of the Tenant Improvements; or 9.4.6. delays caused by the performance of any work or activity in the Premises by Tenant or any of its employees, agents or contractors. 9.5. In the event of any Tenant Delay, Tenant acknowledges that the requirements Commencement Date of the Lease Term may occur before the Premises can be occupied by Tenant, and that, as a result, Tenant may not have occupancy of the Premises for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, a full five months prior to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedRent Commencement Date. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. If the Building Shell Improvements are not Substantially Completed by the Estimated Building Shell Substantial Completion Date, because of a Tenant Delay, then the Lease Commencement Industrial Lease—Atlanta Dendreon Corporation Date shall be sixty (60) days following the date the Building Shell Improvements would have been Substantially Completed but for any Tenant Delay, subject to the provisions of Section 7.4.1 When Supplier believes 2.02 above. Tenant agrees that any Tenant Delay shall be cumulative and shall not cause the Lease Commencement Date to be extended beyond what it otherwise would have been in the absence of any Tenant Delay. For purposes of this Lease, the Building Shell Improvements shall be Substantially Completed when (a) all of such improvements are completed in accordance with the Building Shell Plans, except for minor items of work (e.g., pick-up, “punch list” work, etc.) that can be completed with only minor interference with construction and installation of the Tenant Improvements, which shall be itemized on a punch list and completed by Landlord within forty-five (45) days following the date of Substantial Completion of the Building Shell Improvements, (b) the applicable governmental authority has achieved conducted its final inspection of all Building Shell Improvements, has provided its approval thereof, and has issued a Temporary Certificate of Occupancy (if applicable and available), (c) the requirements architect of record (▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) has delivered to Tenant its executed Certificate of Substantial Completion, Supplier shall provide and (d) upon written notice (the “Notice of Substantial Completion”) from Landlord to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt Tenant of the Notice foregoing, accompanied by a copy of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review such Temporary Certificate of Occupancy (if applicable and approval available) and a copy of the Notice such Certificate of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt granting Tenant possession and occupancy of the Notice of Substantial Completion and all accompanying documents Building Shell Improvements (“Substantially Completed” or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”Completion” of the Building Shell Improvements, or similar phrase). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes “Substantial Completion” of construction of the Tenant Improvements shall be defined as the date upon which the Space Planner or other consultant engaged by Landlord determines that it has achieved the requirements Tenant Improvements have been substantially completed in accordance with the Final Plans except for Punch List items (defined below), unless the completion of such improvements was delayed due to any Tenant Delay (defined below), in which case the date of Substantial CompletionCompletion shall be the date such improvements would have been completed, Supplier but for the Tenant Delays. The term “Punch List” items shall provide written notice (mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant’s use of the Expansion Premises. After the completion of the Tenant Improvements, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of improvements performed on the Expansion Premises. The term “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial CompletionTenant Delay” shall include, together with copies of all documents (as identified without limitation, any delay in the definition completion of Substantial Completionconstruction of Tenant Improvements resulting from (i) that are Tenant’s failure to comply with the provisions of this Work Letter, (ii) any additional time as reasonably determined by Landlord required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt for ordering, receiving, fabricating and/or installing items or materials or other components of the Notice construction of Substantial CompletionTenant Improvements, System Owner shall promptly proceed to obtain Independent Engineerincluding, without limitation, mill work, (iii) delay in work caused by submission by Tenant of a request for any change order (defined below) following Tenant’s review and approval of the Notice Final Plans, or for the implementation of Substantial Completion and the Commissioning Report within a reasonable timeany change order, but or (iv) any delay by Tenant in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents timely submitting comments or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, approvals to the extent applicable, schedule another inspection Temporary Plans or review Final Plans. The failure of Tenant to occupy the System. Such procedure Expansion Premises shall be repeated until such inspection not serve to relieve Tenant of obligations arising on the Extension Term Commencement Date or review has been satisfactorily completed and approveddelay the payment of Rent by Tenant. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. (a) The Concessionaire will achieve Substantial Completion on or before the Scheduled Substantial Completion Date for the applicable Project Asset, subject to adjustment in accordance with this Agreement and subject to the assessment of liquidated damages pursuant to Section 7.4.1 When Supplier believes 8.10(a). EXECUTION VERSION – DECEMBER 5, 2011 (b) The Department will issue a written certificate of Substantial Completion at such time as Substantial Completion occurs for each Project Asset. (c) Substantial Completion of each Project Asset will have been achieved when each of the following conditions have occurred for the applicable Project Asset: (i) all lanes of traffic (including ramps, interchanges, overpasses, underpasses, and other crossings) set forth in the Construction Documentation are in their final configuration and available for normal and safe use and operation; (ii) all major safety features are installed and functional, including, as required, shoulders, guard rails, striping and delineations, concrete traffic barriers, bridge railings, cable safety systems, metal beam guard fences, safety end treatments, terminal anchor sections and crash attenuators; (iii) all required illumination for normal and safe use and operation is installed and functional in accordance with the Technical Requirements; (iv) all required signs and signals for normal and safe use and operation are installed and functional in accordance with the Technical Requirements; (v) the need for temporary traffic controls or for lane closures at any time has ceased (except for any then required for routine maintenance, and except for temporary lane closures in accordance with and as permitted by a Department-approved traffic management plan solely in order to complete Punch List items); (vi) the Concessionaire has completed the toll commissioning process described in the Technical Requirements, and the components of the ETTM System (other than the TMS) are complete, have passed all demonstration testing in accordance with the Construction Documentation and the Technical Requirements (other than the Integration Acceptance Test), including demonstration of interoperability with the E-ZPass network or any successor to E-ZPass then utilized on State Highways, and are ready for normal operation; provided, however, with respect to any Project Asset for which (A) a Tolling and O&M Notice to Proceed has been issued or (B) the Department has agreed in writing pursuant to Section 9.02(a)(viii) that the conditions in Section 9.02(a)(viii) have been satisfied, then the conditions of this Section 8.08(c)(vi) will be deemed satisfied; (vii) the TMS (if any) and safety features for TMS components are installed and functional; and (viii) the Concessionaire has otherwise completed the construction Work in accordance with this Agreement, including the Technical Requirements, and with the Construction Documentation, such that the Project is in a physical condition that it can be used for normal and safe vehicular travel in all lanes and at all points of entry and exit, subject only to Punch List items. EXECUTION VERSION – DECEMBER 5, 2011 (d) The parties will disregard the status of the landscaping and aesthetic features included in the Construction Documentation in determining whether Substantial Completion has achieved occurred, except to the requirements extent that its later completion will affect public safety or satisfaction of Substantial Completion, Supplier shall the criterion in Section 8.08(c). (e) The Concessionaire will provide the Department with written notice of anticipated Substantial Completion of the applicable Project Asset at least 21 Days prior to such anticipated Substantial Completion Date. During such 21-Day period, the Concessionaire and the Department will meet, confer and exchange information on a regular basis with the goal being the Department’s orderly, timely inspection of the applicable Project Asset and review of the final Construction Documentation for the applicable Project Asset and the Department’s issuance of a Substantial Completion Certificate for the applicable Project Asset. In addition, the Department will conduct an inspection of the applicable Project Asset and review of the final Construction Documentation for the applicable Project Asset, and such other matters as may be necessary to determine whether Substantial Completion for the applicable Project Asset is achieved within such 21-Day period. (f) If the “Notice Department disapproves the issuance of a Substantial Completion”) Completion Certificate, then the Department will provide a written notice to System Owner stating that Supplier has achieved Substantial Completionthe Concessionaire specifying in reasonable detail its reasons for such disapproval within ten Days of receipt of the final Construction Documentation and completion of the inspection for the applicable Project Asset, together with copies of all documents (as identified in and the definition of Substantial Completion) that are required Concessionaire will satisfy the conditions to be delivered to System Owner to meet Substantial Completion that have were not been previously delivered. Section 7.4.2 Upon receipt of met for the Notice of Substantial Completionapplicable Project Asset to which the Department’s disapproval relates. The Department will inspect, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of investigate the Notice of Substantial Completion applicable Project Asset and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utilitycorrective work and, if requiredit does so, for purposes of achieving Substantial Completionwill complete such inspection, review and System Owner shall have investigation within five Days after (i) the right Concessionaire provides written notice that such work has been completed and (ii) the Department is provided access to have one or more representatives and the Independent Engineer present during such inspection or reviewcorrective work. If the representative of Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion for the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achievedProject Asset, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall Dispute will be resolved in accordance with the dispute resolution procedures set forth in Article XIX21. (g) The Concessionaire will provide notice to the Department if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate within 21 Days after delivery of the notice by the Concessionaire pursuant to Section 8.08(e). If the Department has not notified the Concessionaire of such approval or disapproval within 15 Days after such Concessionaire notice, and if the delay is not a result of a Concessionaire Party action or inaction, then such delay will constitute a Compensation Event, and the Concessionaire will be entitled to Concessionaire Damages, if any, pursuant to Section 14.01. (h) If the Department approves the issuance of a Substantial Completion Certificate, the Department will provide with its Substantial Completion Certificate a Punch List of items to be completed to achieve Final Acceptance of the applicable Project Asset. EXECUTION VERSION – DECEMBER 5, 2011

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Landlord's obligations to substantially complete the requirements of Substantial Completion, Supplier Premises shall provide written notice (be deemed to be met when the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents Landlord's Work (as identified defined in the definition of Substantial CompletionWork Letter) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time is completed as specified in the Construction Schedule Work Letter, notwithstanding the fact that minor or insubstantial details of construction, decoration or mechanical adjustment remain to be completed, provided that the noncompletion of such items does not materially interfere with Tena▇▇'▇ ▇se of or access to the Premises or the ability of Tenant to prepare the Premises for Tenant's occupancy ("SUBSTANTIAL COMPLETION"). Except for minor or insubstantial details of construction, decoration or mechanical adjustment, which do not materially detract from the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice appearance or usability of the date and time Building, substantial completion of the inspection or review Building shall mean the completion, of (1) the structural and enclosure work to be performed in the construction of the System by a representative exterior portion of the applicable Governmental Authority or Host UtilityBuilding, if required(2) the plaza area on the Land and public lobbies of the Building that are necessary for access to Washington Street and Rand▇▇▇▇ ▇▇▇eet and access to the Premises and (3) all facilities necessary to provide the services required to be performed by Landlord pursuant to Paragraph 8 of this Lease. Tena▇▇ ▇▇▇ees that substantial completion of the Building shall not be deemed to have been delayed so long as the only remaining items preventing substantial completion from occurring are: (1) Completion of punch list items in the Building lobby provided that the lobby shall be usable as designed and Landlord has substantially completed all finishes and fixtures; (2) Completion of the plaza, which has been delayed because of weather taking into account that the plaza is among the last items to be completed under a customary construction schedule; and (3) Removal of the hoist from the exterior of Building and exterior finishes on window bays with hoist located below Tenant's lowest occupied floor, except in the event of Tenant Delay which results in the necessity of use of the hoist, for purposes of achieving Substantial Completion, the period that the hoist is so required. Landlord shall promptly and System Owner diligently complete the punch list items for the lobby. Any work in the lobby that interferes with access to the Premises or materially detracts from the Tenant's ability to use the lobby areas shall have be done after normal business hours. Landlord shall promptly and diligently complete the right to have plaza landscaping as soon as weather conditions permit. The hoist shall be removed and all window bays utilized in connection therewith shall be completed within one or more representatives and the Independent Engineer present during such inspection or review. If the representative hundred twenty (120) days of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner Commencement Date; provided that the requirements such date for achieving Substantial Completion have not been achieved, then Supplier removal shall promptly take such action as necessary to achieve such requirements and, be extended to the extent applicable, schedule another inspection or review of Tenant Delays which result in the necessity of use of the Systemhoist. Such procedure On or before a date that is two months after the date of substantial completion of the Building, as defined above, Landlord shall complete all work to be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner performed in the construction of the Building other than tenant improvements for persons other than Tenant and the Independent Engineer approve plaza, lobby and exterior portions affected by the Notice of Substantial Completionhoist to the extent specifically set forth above, System Owner shall, within the Substantial Completion Review Period, subject to Unavoidable Delay (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”as hereinafter defined). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Landlord shall use commercially reasonable efforts to cause the requirements Landlord’s Work to be “substantially completed” on or before (i) the scheduled date of Substantial Completion, Supplier shall provide written notice completion of the Premises set forth in the 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 Landlord’s Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Landlord’s Work or any 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 “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents Tenant Delays” (as identified defined and described in Paragraph 6 of this Work Letter). The Landlord’s Work shall be 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 Landlord’s Work has been substantially completed (i.e., completed except for “punchlist” items listed in such architect’s certificate) and reasonably approved by Tenant in substantial compliance with the Working Drawings and Landlord has obtained a certificate of occupancy or “signed off’ job cards with respect to the respective portion of the Landlord’s Work. If the applicable portion of the Landlord’s Work is not deemed to be substantially completed on or before the 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 liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the definition event of Substantial Completion) that are required Tenant Delays, and notwithstanding anything contained in the Lease to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt the contrary, the Commencement Date of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time Lease Term as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice 1.5 of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner Lease shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, be extended to the extent applicable, schedule another inspection or review of date on which the SystemLandlord’s Work is deemed to be substantially completed. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice Landlord agrees to Supplier use reasonable diligence to complete all punchlist work listed in the Work (the “Notice to Complete”)aforesaid architect’s certificate promptly after substantial completion. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial CompletionLandlord’s N2 Work, Supplier Tenant’s N2 Work, Landlord’s N3 Work and Tenant’s N3 Work, as applicable, shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required be deemed to be delivered substantially complete if such work is completed in compliance with the Building N2 Plans or Building N3 Plans, as applicable, and all applicable laws and regulations, subject only, following Tenant’s inspection thereof, to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completionadjustments, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in cosmetic finishing work or “punch list” items for such work remaining incomplete. By no event more later than ten (10) Business Days following days after Landlord notifies Tenant of its completion of Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work or Tenant’s N3 Work, as applicable, the Tenant shall inspect such work and furnish to the Landlord a punch list of such items of construction which are then incomplete or defective and which require correction by the General Contractor. The Landlord agrees to use its commercially reasonable efforts to cause such punch list items to be corrected within thirty (30) days of receipt of the Notice of Substantial Completion and all accompanying documents punch list, or such longer period of time as specified in is reasonably required if the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice nature of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or reviewcorrective work cannot be performed within thirty (30) days. If the representative Building N2 Work or the Building N3 Work, as applicable, is delayed for any of the reasons set forth in parts (i) through (v) below (each, a “Tenant Delay”), the Building N2 Work or the Building N3 Work, as applicable, shall be deemed to have been substantially completed at the time it would have been completed if not for such delay: (i) a material default or delay in meeting a deadline by Tenant under the terms of this Lease; (ii) changes to any of Building N2 Plans or the Building N3 Plans requested by Tenant after approval of same by Landlord (which delay shall be identified by Landlord at the time of Landlord’s approval); (iii) a request by Tenant for materials, fixtures or installations other than those in Landlord’s building standard or those contained in the Building N2 Plans or Building N3 Plans, as applicable, or as set forth in Exhibit G-1 or Exhibit G-2 (which request shall be identified by Landlord at the time of Landlord’s approval); (iv) the performance of any work or installations by Tenant or by contractors hired by Tenant; or (v) any other act or omission caused by or on behalf of Tenant, its contractors, agents, servants or employees which delay the construction, including the failure of Tenant to have used commercially reasonable efforts to cooperate in reaching the specified benchmarks by the applicable Governmental Authority deadlines set forth in the Master Timeline or Host Utility notifies Supplier the Building N3 Master Timeline as applicable, but excluding any bona fide action by Tenant exercising its expressly granted rights pursuant to the terms of this Lease which has the effect of causing such a delay. If the Building N2 Work or System Owner the Building N3 Work, as applicable, is delayed for any of the reasons set forth in parts (i) through (v) below (each, a “Landlord Delay”) such that the requirements said Work is not complete by forty-five (45) days after the completion date for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action work as necessary to achieve such requirements and, set forth in the Building N2 Master Timeline with respect to the extent Building N2 Work and with respect to the Building N3 Work, the completion date for such work as set forth in the Building N3 Master Timeline, Tenant shall be granted a one (1) day credit of Annual Fixed Rent (calculated based on 61,895 rental rentable square feet) for each one (1) day of Landlord Delay beyond such forty-fifth (45th) day, such credit to be immediately applicable to any Annual Fixed Rent due Landlord from Tenant (i) a material default or delay in meeting a deadline by Landlord under the terms of this Lease; (ii) changes to any of Building N2 Plans or the Building N3 Plans requested by Landlord after approval of same by Landlord; (iii) a request by Landlord for materials, fixtures or installations other than those contained in the Building N2 Plans or Building N3 Plans, as applicable, schedule another inspection or review as set forth in Exhibit G-1 or Exhibit G-2 or (iv) any other act or omission caused by or on behalf of Landlord, its contractors, agents, servants or employees which delay the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedconstruction, including the failure of Landlord to have used commercially reasonable efforts to cooperate in reaching the specified benchmarks by the applicable deadlines set forth in the Master Timeline, but excluding any action by Landlord exercising its rights pursuant to the terms of this Lease. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of The Tenant Improvements (or applicable portion thereof) shall be deemed “Substantially Complete” (and “Substantial Completion, Supplier ” shall provide written notice be deemed to have occurred) upon the date upon which (i) construction of the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified Tenant Improvements in the definition Premises has been substantially completed pursuant to the Construction Documents, with the exception of Substantial Completion) that are required any minor punch list items and any Tenant fixtures, work-stations, built-in furniture, or equipment to be delivered to System Owner to meet installed by Tenant, and (ii) either (A) Landlord’s architect has certified in writing that the Tenant Improvements (or applicable portion thereof) are Substantially Complete and/or (B) a temporary or permanent certificate of occupancy or other equivalent approval from the local governmental authority has been issued permitting occupancy of the Premises (or applicable portion thereof), such as sign off on the building inspection cards. If there shall be a delay in Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within Tenant Improvements as a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”).result of: Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and Tenant’s request for materials, finishes or installations other than those readily available; (b) issue written notice Tenant’s request to Supplier deviate from the Building Standard Improvements; (c) Tenant’s changes in the Space Plan or Construction Documents after approval by Tenant; (d) Tenant’s failure to complete timely perform any obligation or provide any approval required of Tenant hereunder; or (e) Tenant’s failure to timely pay any Excess Costs; (each of the Work (the foregoing, a “Notice to CompleteTenant Delay”). Section 7.4.5 If System Owner or , then the Independent Engineer has a reasonable basis not to approve Commencement Date of the Notice Term of Substantial Completion because this Lease shall be the requirements for Substantial Completion have not been met, System Owner shall, within date that the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements Tenant Improvements would have been achievedSubstantially Complete but for such Tenant Delay, as reasonably determined by Landlord. Such procedure The Tenant Improvements shall be repeated until Substantial Completion is achieved. If Supplier disputes deemed Substantially Complete notwithstanding the reasons stated in System Ownerfact that minor details of construction, mechanical adjustments or decorations that do not materially interfere with Tenant’s notification, then such dispute shall use and enjoyment of the Premises remain to be resolved in accordance with Article XIXperformed (items normally referred to as “punch list” items).

Substantial Completion. Section 7.4.1 When Supplier believes Upon Substantial Completion of the Landlord Work, Landlord shall deliver the Premises and "Base Building", as that it has achieved term is defined below, to Tenant, and Tenant shall accept the requirements Premises and Base Building from Landlord in their then existing "as-is" condition, subject to the terms and condition contained in the Lease and Landlord's Construction Warranty (defined below). The "Base Building" shall consist of those portions of the Premises which were in existence prior to the construction of the Tenant Improvements in the Premises (including the Landlord Work). Landlord's contractor shall be designated and retained by Landlord to construct the Landlord Work. For purposes of this Lease, "Substantial Completion" of the Landlord Work in the Premises shall occur upon the completion of construction of all of the Landlord Work in the Premises in accordance with the Base Building Specifications and all applicable Legal Requirements and Private Restrictions in effect as of the date of Substantial Completion, Supplier Completion (as the same shall provide written notice (the “Notice of Substantial Completion”be certified by Landlord's architect to Landlord and Tenant) to System Owner stating that Supplier has achieved Substantial Completion, together with copies and Landlord’s receipt of all documents (as identified required sign-offs directly related to the Landlord Work by applicable governmental authorities with jurisdiction over the Project, with the exception of any Punch List Items that do not materially impair Tenant from commencing construction of the Tenant Improvements, the Tenant Improvements and any tenant fixtures, work-stations, built-in furniture or equipment to be installed by Tenant. Notwithstanding the foregoing, in the definition event that a sign-off by a governmental authority cannot be obtained as a result of Substantial Completion) that are required Tenant's particular use of the Premises or any additional work to be delivered to System Owner to meet performed by or on behalf of Tenant outside of the scope of the Landlord Work (including, without limitation, the installation of any of the Tenant Improvements and/or Tenant's trade fixtures or equipment), then the receipt of such sign-offs by the applicable governmental authority shall not be required for Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice Landlord Work to occur (and only the certification by Landlord's architect shall be required). In the event of any dispute between Landlord and Tenant as to whether Substantial CompletionCompletion of the Landlord Work has occurred, System Owner shall promptly proceed to obtain Independent Engineer’s review the sign-off and approval of the Notice of Substantial Completion and Landlord Work by the Commissioning Report within a reasonable time, but in no event more than municipal building inspector shall be conclusive. Within ten (10) Business Days following receipt business days after Substantial Completion of the Notice Landlord Work (as reasonably determined by Landlord), Tenant and Landlord shall jointly conduct a walk-through of the Premises and shall jointly prepare a punch list ("Punch List") of items needing additional work ("Punch List Items"); provided, however, the Punch List shall be limited to items which are required by the Base Building Specifications and any other changes mutually agreed to in writing by the parties. Landlord agrees to repair the Punch List Items promptly following the joint walk through but, in no event, later than thirty (30) days thereafter; provided, however, if any item on the Punch List cannot reasonably be corrected or remedied within such 30-day period, then Landlord shall have such additional time as shall be reasonably necessary to correct or remedy such item; provided, further, that the Punch List shall have no effect on Substantial Completion. If Landlord and Tenant are unable to conduct such walk-through within such ten (10) business day period due to scheduling conflicts, then the parties shall conduct the walk-through as soon as reasonably practical; provided, however, in no event shall the date of Substantial Completion and all accompanying documents or and/or the Commencement Date be impacted to accommodate such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”)walk-through. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. §9.8.1 Substantial Completion shall be achieved when (i) the Project has successfully completed the Guarantee Runs as defined in Section 7.4.1 11.13 of the Praj Contract; (ii) Owner has executed the Taking Over Certificate pursuant to Section 11.16 of the Praj Contract; and (iii) the Project is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. §9.8.2 When Supplier believes the Design-Builder considers that it has achieved the requirements Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. §9.8.3 Upon receipt of the Design-Builder’s list, the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner’s inspection discloses any item, whether or not included on the Design-Builder’s list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, Supplier complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall provide written notice (then submit a request for another inspection by the “Notice Owner to determine Substantial Completion. §9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design-Builder shall discuss and then determine the parties’ obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion”) to System Owner stating . §9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will prepare for the Owner’s signature a Certificate of Substantial Completion that Supplier has achieved Substantial Completionshall, together with copies of all documents (as identified in upon the definition Owner’s signature, establish the date of Substantial Completion) that are ; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required to be delivered to System Owner to meet by the Design-Build Documents shall commence on the date of Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice . §9.8.6 The Certificate of Substantial Completion and shall be submitted by the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt Design-Builder to the Owner for written acceptance of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified responsibilities assigned to it in the Construction Schedule (Certificate. Upon the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice Owner’s acceptance, and consent of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utilitysurety, if requiredany, for purposes of achieving Substantial Completion, and System the Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative make payment of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, retainage applying to the extent applicable, schedule another inspection Work or review of the Systemdesignated portion thereof. Such procedure Payment shall be repeated until such inspection adjusted for Work that is incomplete or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXthe requirements of the Design-Build Documents.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of Shell Improvements” as used in this Tenant Work Letter shall mean: (1) the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives Shell Improvements and the Independent Engineer present during such inspection or review. If Parking Facilities are substantially complete in substantial accordance with Exhibit B-1 (except for Surface Lot A, which Landlord shall complete in accordance with Section 6.1.1 below and the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved“Punch List Items,” as hereinafter defined, then Supplier which Landlord shall promptly take such action as necessary to achieve such requirements and, complete in accordance with Section 6.3 below) to the extent applicable, schedule another inspection necessary to allow Tenant to obtain a certificate of occupancy or review temporary certificate of occupancy upon completion of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner Tenant Improvements, (2) the Shell Improvements and the Independent Engineer approve the Notice Parking Facilities are substantially in compliance with all applicable laws as evidenced by an architect’s certificate of Substantial Completion, System Owner shall, within the Substantial Completion Review Periodsubstantial completion and a civil engineer’s letter of concurrence, (a3) notify Supplier all of its approval and (b) issue written notice the Building Systems to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved constructed by Landlord in accordance with Article XIXExhibit B-1 are in good working order, (4) Tenant has been delivered uninterrupted access to the Premises, and access to the other required portions of the Building and the common areas, in all events sufficient to allow Tenant to conduct its business operations from the Premises (after Tenant’s completion of the Tenant Improvements); (5) the delivery by Landlord of a final inspection sign-off for the Shell Improvements and the Parking Facilities (or other similar governmental sign-off adequate to allow Tenant to commence construction of the Tenant Improvements after Tenant has received its building permit for the Tenant Improvements), and (6) the completion of the paving, sidewalks, lighting, curbs, gutters, storm drains, sewers, landscaping, lighting and irrigation within such portion of the common areas as is reasonably necessary to allow access to the Building and to allow tenants of the Building to be open to the public, all in accordance with applicable laws.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved ‌‌ (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when Seller considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together with copies of all documents (as identified Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the definition form of Substantial Completion) that are required to be delivered to System Owner to meet Exhibit Z (the “Substantial Completion that have not been previously delivered. Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.4.2 Upon receipt of the Notice of Substantial Completion7.6(a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of include with such Substantial Completion and the Commissioning Report Certificate a copy of its proposed Punchlist. Buyer shall, within a reasonable time, but in no event more than ten (10) Business Days following after receipt of such Substantial Completion Certificate, either (i) confirm in writing to Seller that it agrees that the Notice of Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all accompanying documents or such longer period of time as specified deficiencies in the Construction Schedule (Work or that served as the “basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion Review Period”). Section 7.4.3 Supplier and resubmit its Substantial Completion Certificate to Buyer. For all purposes of this Agreement, the Work shall provide System Owner with reasonable notice be deemed to have achieved Substantial Completion on the earlier of (A) the date and time of Buyer confirms in writing to Seller that it agrees the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Work has achieved Substantial Completion have not been achievedand (B) if within ten (10) Business Days after receipt of a Substantial Completion Certificate, then Supplier shall promptly take such action as necessary Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to achieve such requirements andclause (ii) above, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within tenth (10th) Business Day after Seller issues the Substantial Completion Review PeriodCertificate to Buyer in accordance with the requirements of this Agreement; provided, however, that, for the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.4(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.4(c), the Work shall be deemed to have achieved Substantial Completion on (a1) notify Supplier if Buyer does not dispute Seller’s Substantial Completion Certificate as provided above, the date Seller issues to Buyer such Substantial Completion Certificate, or (2) if Buyer disputes Seller’s Substantial Completion Certificate as provided above and, without resolving Buyer’s objections and resubmitting its Substantial Completion Certificate, Seller disputes Buyer’s objections, then the later of its approval (x) the date Seller issued to Buyer such Substantial Completion Certificate or (y) the date that, according to the final resolution of the Dispute (whether by agreement of the Parties or Expert determination pursuant to Section 26.10(b)), is determined to be the date as of which all conditions to Substantial Completion were, and continued to be, satisfied. (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationGuaranteed Substantial Completion Date, then such dispute Seller shall be resolved in accordance with Article XIX.pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)53 for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date Seller achieves Substantial Completion,‌

Substantial Completion. Section 7.4.1 When Supplier believes § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work when the Work or designated portion thereof (which the Owner shall have agreed to accept separately) is sufficiently complete in accordance with the Design-Build Documents so that it has achieved the requirements Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a temporary certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Certificate of Substantial Completion. The Work will not be considered not Substantially Complete if the Owner determines that the Work will not achieve Final Completion on the specified date , Supplier appropriate cleaning has not occurred, if all systems and parts are not commissioned and usable, including balancing of the HVAC system, if utilities are not connected and operating normally, if all required occupancy permits or inspections have not been issued and/or passed, or if the Work is not safely accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy the Work or designated portion thereof does not indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner. § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall provide written notice (prepare and submit to the “Notice Owner a comprehensive list of items to be completed or corrected prior to final acceptance, to indicate the readiness level of that part of the Work for Substantial Completion”) . The Design-Builder will further provide a written request to System have the Owner stating certify that Supplier this Work has achieved reached Substantial Completion and is ready for use or occupancy as applicable. The Owner will then inspect this Work for acceptance as Substantially Complete, pending completion of all work items necessary for Final Completion. The Design-Builder shall then expeditiously complete all work items necessary in the judgment of the Owner to achieve Substantial Completion, together with copies of all documents (as identified in after which the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Owner, upon Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice will issue a Certificate of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt Owner may use and occupy this portion of the Notice Work for his beneficial use. If the Owner determines that the Work or designated portion is not Substantially Complete, the Design-Builder shall expeditiously complete the Work or designated portion, again request an inspection, and pay the costs associated with the re-inspection. § 9.8.3 Once Substantial Completion of the Work has been certified, the Owner and Design-Builder will jointly tour all of the area of the Work and record items still remaining to be finished and/or corrected to achieve Final Completion. This list will be referred to as the Punchlist. The Design-Builder shall expeditiously complete the Punchlist items before the required Final Completion date. Any proposed Punchlist items that the Design-Builder does not agree is his work scope will be identified by the Design-Builder in writing on the Punchlist, which the parties shall endeavor to resolve by negotiation; alternatively, the Owner may remove the disputed items from the Punchlist or direct the Design-Builder to perform such disputed items, and the issue of whether the Design-Builder is entitled to additional compensation for the disputed items shall be subject to Claims resolution as provided in the Design-Build Documents. Any items missed by the inspection but required or necessary for Final Completion of the Contract shall be supplied and installed by the Design-Builder as a part of the Contract Sum, notwithstanding their not being recorded on the Punchlist. § 9.8.4 The Certificate of Substantial Completion issued by the Owner shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. Upon execution of the Certificate of Substantial Completion, the Design-Builder shall attach a list of each outstanding and unresolved Claim; any Claim not so attached and identified, other than retainage and the § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Design-Builder for their written acceptance of responsibilities assigned to them in such Certificate. Upon such written acceptance of the Certificate of Substantial Completion and all accompanying documents or such longer period consent of time surety, if any, and upon the Design-Builder’s application, the Owner shall make payment as specified provided in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the SystemDesign-Build Documents. Such procedure payment shall be repeated until such inspection adjusted for a value of 150% of Work that is incomplete or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXthe requirements of the Design-Build Documents. No further payment will be due or owing until the payment at Final Completion.

Substantial Completion. Section 7.4.1 When Supplier believes For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that it has achieved do not materially and adversely affect Tenant’s use and occupancy of the requirements Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space 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 ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion, Supplier shall provide written notice ” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Commissioning Report within Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a reasonable timewritten list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, but however, that in no event more than ten (10) Business Days following receipt shall the completion or non-completion of such punch-list items have any effect on the Notice Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of Substantial Completion and its rights under Section 6.1 below and/or otherwise caused by Tenant, all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure which shall be repeated until such inspection or review has been satisfactorily completed and approvedrepaired by Tenant at Tenant’s cost. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes “Substantial Completion” of each Sub-Phase shall be deemed to have occurred upon the completion of construction of the relevant Landlord’s Work and Seismic Work related to such Sub-Phase and the Tenant Improvements for such Sub-Phase, as evidenced by a Certificate of Substantial Completion executed by Architect, and receipt of final signed-off “job cards” or “inspection cards” from the City of Oakland covering such Sub-Phase subject only to correction or completion of any punch list items (“Punchlist Items”), which items may include items of missing, incomplete or defective work or materials or mechanical maladjustments that it has achieved are of such a nature that they do not material interfere with ▇▇▇▇▇▇’s occupancy of the requirements of Premises. Prior to Substantial Completion, Supplier Landlord and Tenant shall provide written notice (mutually inspect the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified Premises included in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review each Sub-Phase and approval of the Notice of Substantial Completion and the Commissioning Report within perform a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative walk-through of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right Sub-Phase to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative draw up a list of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner Punchlist Items (which Punchlist Items shall be accepted in writing by Landlord and Tenant). Landlord shall use commercially reasonable efforts to complete the Punchlist Items within thirty (30) days thereafter; provided, however, such time period may be extended to a period of ninety (90) days for Punchlist Items that cannot be commercially reasonably completed with diligence within thirty (30) days. Landlord shall cooperate with Tenant to allow Tenant access to the requirements for achieving Sub-Phase so being delivered immediately prior to Substantial Completion have to enable Tenant to commence certain operational readiness activities, such as lighting network, testing connections, installing furniture, fixtures, equipment, when reasonably practicable; so long as such entry does not been achievedinterfere with Landlord’s work in the Premises or in the Building; provided, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Periodhowever, (a) notify Supplier the provisions of its approval and the Lease, other than with respect to the payment of Base Rent or Additional Rent, shall apply during such early entry, including, but not limited to, the provisions relating to Tenant’s indemnification of Landlord, (b) issue written notice prior to Supplier any such entry, Tenant shall provide evidence of the insurance to complete be provided by Tenant pursuant to the Work Lease, and (c) Tenant’s early access and activities shall not be permitted to interfere with the “Notice schedule for, or undertaking of, any work being performed by Landlord in the Premises and in the Building and Tenant shall coordinate with Landlord and Landlord’s contractor(s) to Complete”)ensure that no such interference occurs. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 12.1.1 When Supplier the Builder believes that the Work is Substantially Complete, it shall notify the Owner and the Professional that the Work is ready for a Substantial Completion inspection. The Builder shall endeavor to give the Owner and the Professional notice two (2) weeks prior to the predicted Substantial Completion inspection date(s). 12.1.2 Upon receipt of notification from the Builder, the Professional will coordinate with the Owner and the Builder date(s) for inspection(s) of the Work to determine whether the Work is Substantially Complete. 12.1.3 Prior to such inspections, the Builder shall develop a comprehensive list of known discrepancies, deficiencies, or incomplete Work (i.e., the “punchlist”). 12.1.4 At inspection(s) to determine whether the Work is Substantially Complete, the Professional, the Commissioning consultant(s), the Owner, and other governing or concerned entities will: (i) inspect the Work; (ii) create or append punchlists; (iii) review the overall status of the Work and any outstanding or deficient issues; and (iv) determine whether Substantial Completion of the Work has achieved occurred. 12.1.5 If the requirements Work is determined not to be Substantially Complete, the Work shall be prosecuted until the Work is Substantially Complete and the inspection process shall be repeated at no additional cost to the Owner until the Work is determined to be Substantially Complete. Builder will be responsible for costs of the Owner’s consultants associated with premature or failed inspections. 12.1.6 On or prior to the required date of Substantial Completion, Supplier the Builder shall provide written notice deliver to Owner reports, extra materials, and other necessary documents and items for the Owner’s occupancy and use of the Work for its intended purpose. These documents and items are enumerated on the Owner’s website (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇). The Professional will review such documentation and items, and will inform the “Notice Owner and the Builder of any deficiencies. 12.1.7 When the Owner, the Builder, and the Professional agree that the Work has passed Substantial Completion inspection(s) and the Builder has produced the required Substantial Completion documentation and items, they shall each sign the Owner’s standard Certificate of Substantial Completion form, declaring the Work Substantially Complete and establishing the actual date of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice . The Certificate of Substantial Completion and the Commissioning Report within shall also be accompanied by a reasonable timefinal, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”)consolidated punchlist. Section 7.4.3 Supplier 12.1.8 If the Work is commissioned through the services of a Commissioning consultant, such Commissioning – including functional performance tests – shall be completed as a pre-requisite to the Work being declared Substantially Complete, provided Builder shall not be responsible for delays in Commissioning not the fault of Builder. 12.1.9 The Builder shall provide System the Owner with reasonable notice of the date operation and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have maintenance documents not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, less than forty-five (45) calendar days prior to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice required date of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achievedallow adequate time for review, correction, and training of the Owner’s personnel prior to Commissioning and the Owner’s occupancy of the Project. 12.1.10 The Builder shall meet with the Owner’s personnel prior to the required date of Substantial Completion to familiarize and train them with respect to maintenance and use of the Project. Such procedure All training sessions shall be repeated until recorded (audio and visual), with copies provided to the Owner. 12.1.11 The date of Substantial Completion is achieved. If Supplier disputes shall fix the reasons stated in System Owner’s notificationcommencement date of warranties and guaranties and allocate between the Owner and the Builder responsibility for security, then such dispute shall be resolved in accordance with Article XIXutilities, damage to the Work, and insurance.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Landlord shall cause the requirements Work to be “substantially completed” on or before (i) the 3rd Floor North Scheduled Completion Date, and (ii) the 3rd Floor South Scheduled Completion Date, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of Substantial Completionany utility or other service required for performance of the Work, Supplier shall provide written notice unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Landlord (or beyond the control of Landlord’s contractors or subcontractors performing the Work) and also subject to “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents Tenant Delays” (as identified defined and described in the definition Paragraph 6 of Substantial Completion) that are required this Work Letter). The Work shall be deemed to be delivered “substantially completed” for all purposes under this Work Letter and the Lease if and when Landlord’s architect issues a written certificate to System Owner Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for “punchlist” items listed in such architect’s certificate) and reasonably approved by Tenant in substantial compliance with the Working Drawings and Landlord has obtained a certificate of occupancy or “signed off” job cards with respect to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt the respective portion of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or reviewWork. If the representative applicable portion of the applicable Governmental Authority Work is not deemed to be substantially completed on or Host Utility notifies Supplier or System Owner that before the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review scheduled date of the System. Such procedure shall be repeated until such inspection 3rd Floor North Commencement Date or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Third Floor South Scheduled Completion Review Period, (aDate(a) notify Supplier of its approval and (b) issue written notice Landlord agrees to Supplier use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the “Notice Lease shall remain in full force and effect, except as otherwise provide in the Lease, (c) Landlord shall not be deemed to Complete”be in breach or default of the Lease or this Work Letter as a result thereof and except as and to the extent expressly provided in the Lease, 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 to the extent of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the 3rd Floor North Commencement Date of the Lease Term as specified in Section 7.4.5 If System Owner or 1.5 of the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure Lease shall be repeated until Substantial Completion extended to the date on which the Work is achieveddeemed to be substantially completed. If Supplier disputes Landlord agrees to use reasonable diligence to complete all punchlist work listed in the reasons stated in System Owneraforesaid architect’s notification, then such dispute shall be resolved in accordance with Article XIXcertificate promptly after substantial completion.

Substantial Completion. Section 7.4.1 When Supplier believes The date that it has achieved the requirements Landlord Substantially Completes Phase II of Substantial Completion, Supplier Landlord’s 20th/21st Floor Work shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (deemed the “Substantial Completion Review PeriodDate”. For the purposes of the Original Lease, as amended by this Amendment (including without limitation this Exhibit B-2), the term “Substantial Completion” shall mean that, with the exception of minor details of construction, mechanical adjustments or decoration, neither the completion of which nor the failure of completion of which shall materially interfere with Tenant’s use of the 20th/21st Floor Space, or items of work which, in accordance with good construction practice, should be completed after the completion of other work to be performed in the 20th/21st Floor Space (collectively, “Punch-List Items”). Section 7.4.3 Supplier , the Landlord’s 20th/21st Floor Work shall provide System Owner have been completed substantially in accordance with reasonable notice the Final Plans and all mechanical systems serving or affecting the 20th/21st Floor Space shall then be in working order. Landlord and Tenant shall thereupon set a mutually convenient time for Tenant’s Agent, Landlord and Landlord’s contractor to inspect the 20th/21st Floor Space and the Landlord’s 20th/21st Floor Work, at which time Tenant’s Agent shall prepare and submit to Landlord the Punch List of items to be completed. Upon completion of the inspection, and unless at such time Tenant in good faith shall reasonably contend that Substantial Completion (subject to completion of the Punch-List Items) has not occurred, Tenant’s Agent shall acknowledge in writing that Substantial Completion of the Landlord’s 20th/21st Floor Work has occurred, subject to any Punch-List Items to be completed (it being agreed however, that (i) if Tenant shall contend that such Substantial Completion has not in fact occurred, then Tenant, within three (3) Business Days after the date and of such inspection (with time of the inspection essence) shall provide notice to Landlord, in reasonable detail, specifying why Tenant contends that such Substantial Completion (subject to completion of Punch-List Items) has not occurred, failing which Tenant shall be deemed to have acknowledged that such Substantial Completion has occurred and (ii) failure or review refusal by Tenant’s Agent so to acknowledge that Substantial Completion of the System Landlord’s 20th/21st Floor Work has occurred, subject to any Punch-List Items to be completed, shall not negate that Substantial Completion of Landlord’s 20th/21st Floor Work has in fact occurred, subject to any Punch-List Items to be completed). Landlord shall endeavor to complete the Punch List Items within a reasonable period thereafter. Anything herein to the contrary notwithstanding, it is expressly understood and agreed that if the Substantial Completion Date would have occurred by a representative of particular date (the applicable Governmental Authority or Host Utility“Identified Date”) but for delays resulting from Tenant Delay and/or Unavoidable Delay, if required, for purposes of then notwithstanding such delays in achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier Date shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes deemed to have occurred on the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXIdentified Date.

Substantial Completion. Section 7.4.1 When Supplier believes “Substantial Completion” of construction of the Tenant Improvements shall be defined as the date upon which the Space Planner or other consultant engaged by Landlord determines that it has achieved the requirements Tenant Improvements have been substantially completed in accordance with the Final Plans except for Punch List items (defined below), unless the completion of such improvements was delayed due to any Tenant Delay (defined below), in which case the date of Substantial CompletionCompletion shall be the date such improvements would have been completed, Supplier but for the Tenant Delays. The term “Punch List” items shall provide written notice (mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant’s use of the “Notice of Leased Premises. Landlord shall complete all punchlist items as soon as reasonably practicable following Substantial Completion”) . After the completion of the Tenant Improvements, Tenant shall, upon demand, execute and deliver to System Owner stating that Supplier has achieved Substantial CompletionLandlord a letter of acceptance of improvements performed on the Leased Premises. The term “Tenant Delay” shall include, together with copies of all documents (as identified without limitation, any delay in the definition completion of Substantial Completionconstruction of Tenant Improvements resulting from (i) that are Tenant’s failure to comply with the provisions of this Work Letter, (ii) any additional time as reasonably determined by Landlord required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt for ordering, receiving, fabricating and/or installing items or materials or other components of the Notice construction of Substantial CompletionTenant Improvements, System Owner shall promptly proceed to obtain Independent Engineerincluding, without limitation, mill work, (iii) delay in work caused by submission by Tenant of a request for any change order (defined below) following Tenant’s review and approval of the Notice Final Plans, or for the implementation of Substantial Completion and the Commissioning Report within a reasonable timeany change order, but or (iv) any delay by Tenant in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents timely submitting comments or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, approvals to the extent applicable, schedule another inspection Temporary Plans or review Final Plans. The failure of Tenant to take possession of or to occupy the System. Such procedure Leased Premises shall be repeated until such inspection not serve to relieve Tenant of obligations arising on the Commencement Date or review has been satisfactorily completed and approveddelay the payment of Rent by Tenant. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes 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 it has achieved stage of completion such that Tenant could either use and occupy the requirements Premises or complete Tenant's Work without substantial interference by reason of Substantial Completionthose 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, Supplier Landlord shall provide written 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 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 “Notice 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 Substantial Completion”) Landlord's Work, such estimate to System Owner stating that Supplier has achieved Substantial Completionbe determined solely by Landlord or Landlord's contractors or subcontractors hired to perform said required work, together with copies of all documents (as identified then for the purposes hereof, Landlord's Work shall be deemed to have been substantially completed at such time as, in the definition sole reasonable judgment of Substantial Completion) 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 been substantially completed, then for all purposes of this Lease, Landlord's Work shall be deemed to have been substantially completed on the date Tenant commenced such day-to-day operations in the Premises. Tenant acknowledges that the Premises are required currently occupied by another tenant who is obligated to be delivered vacate the Premises by no later than January 31, 1998. Except as herein expressly set forth, Landlord shall incur no liability for its failure to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt deliver possession of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.Premises

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Landlord shall notify Tenant of the requirements anticipated date of Substantial Completion, Supplier shall provide written notice substantial completion of Landlord's Construction (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet "Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed Date") in a notice given at least five (5) business days prior to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review PeriodDate 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" as used in this Schedule shall be deemed to occur when (a) notify Supplier Landlord's Construction has been substantially completed pursuant to the Construction Drawings, and certified to the 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 its approval the Additional Premises ("Punch-List Items"), and (b) issue a final inspection approval or other required written notice approval of governmental authority shall have been issued permitting Tenant to Supplier to complete occupy the Work (Additional Premises. Upon completion of the “Notice to Complete”). Section 7.4.5 If System Owner or inspection, if the Independent Engineer has a reasonable basis not to approve the Notice conditions of Substantial Completion because the requirements for Substantial Completion this paragraph have not been met, System Owner shallTenant 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. 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 Review PeriodDate, notify Supplier of its non-approval and include a detailed explanation (x) Tenant shall have no right to enter the Additional Premises for the basis thereof. Supplier 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 promptly undertake such action or work as necessary to achieve such requirements be deemed completed and shall then issue another Notice of satisfactory in all respects and the Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure Date, if it has not then yet occurred, shall be repeated until deemed to have occurred on the date set forth in Landlord's notice as the Substantial Completion is achievedDate. If Supplier disputes Landlord and Tenant do not agree that substantial completion of Landlord's Construction has occurred, or they do not agree as to the reasons stated contents of the Punch-List Items, if any, Tenant shall specify in System Owner’s notificationwriting within one business day after the above described inspection, then all of the manners in which substantial completion is claimed not to have occurred or in which the parties disagree as to Punch-List Items to be completed. Either party may thereafter submit any such dispute shall be resolved in accordance with Article XIX.or

Substantial Completion. §9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that Owner can occupy or utilize the Work for its intended use without any meaningful interference or disruption. §9.8.1.1 For Substantial Completion to be achieved, Owner must have received a temporary or final certificate of occupancy and all other governmental approvals as necessary and required for Owner to occupy or utilize the Work or designated portion thereof for its intended purpose. The requirement set out in this Section 7.4.1 shall be deemed satisfied if all construction, submittals, and other performance by Contractor required for issuance of the temporary or permanent certificate of occupancy has been completed but the certificate has not been issued solely because of factors beyond the reasonable control of Contractor. A delay in the applicable governmental agency’s issuance of a Certificate of Occupancy, following Contractor’s completion of construction, submittals, and other performance that is of normal duration for that agency shall not constitute a factor “beyond the reasonable control of Contractor,” as that phrase is used in the prior sentence. §9.8.2 When Supplier believes Contractor considers that it has achieved the requirements Work, or a portion thereof which Owner agrees to accept separately, is substantially complete, Contractor shall prepare and submit to Architect/Engineer a comprehensive list of items to be completed or corrected prior to Final Payment (“Punch List”). §9.8.3 Upon receipt of Contractor’s list, Architect/Engineer will make an inspection, accompanied by Owner, to determine whether the Work or designated portion thereof is substantially complete. If Architect/Engineer’s inspection discloses any item, whether or not included on the Punch List, which is not sufficiently complete in accordance with the Contract Documents, so that Owner can occupy or utilize the Work or designated portion thereof for its intended use, Contractor shall, before issuance of the certificate of Substantial Completion, Supplier complete or correct such item upon notification by Architect/Engineer. In such case, Contractor shall provide written notice (then submit a request for another inspection by Architect/Engineer to determine Substantial Completion. §9.8.4 When the “Notice Work or designated portion thereof is substantially complete, Architect/Engineer will prepare a Certificate of Substantial Completion”) Completion which shall be within the Contract Time unless extended pursuant to System Owner stating that Supplier has achieved Substantial CompletionSection 8.3, together with copies of all documents (as identified in shall establish the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice date of Substantial Completion, System shall establish responsibilities of Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall promptly proceed to obtain Independent Engineer’s review and approval of fix the Notice time within which Contractor shall finish all items on the list §9.8.5 The Certificate of Substantial Completion shall be submitted to Owner and the Commissioning Report within a reasonable time, but Contractor for their written acceptance of responsibilities assigned to them in no event more than ten (10) Business Days following receipt such Certificate. Upon such acceptance and consent of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utilitysurety, if requiredany, for purposes of achieving Substantial Completion, and System Owner shall have the right make payment of retainage applying to have one such Work or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the Systemdesignated portion thereof. Such procedure payment shall be repeated until such inspection or review has been satisfactorily completed adjusted for Work that is incomplete and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXthe requirements of the Contract Documents.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved (A) Tenant shall accept the requirements Premises in their AS-IS condition without any obligation on the 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 Substantial CompletionMassachusetts and reasonably approved by Landlord, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required such plans and specifications to be delivered subject to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and reasonable approval of the Notice of Substantial Completion Landlord. Tenant shall submit to Landlord a detailed floor plan layout together with working drawings (the "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 Commissioning Report within a reasonable time"Plans") shall contain at least the information required by, but in no event more than ten (10) Business Days following receipt and shall conform to the requirements of, Exhibit B. Provided that the Plans contain at least the information required by, and conform to the requirements of, said Exhibit B, Landlord's approval of the Notice Plans shall not be unreasonably withheld or delayed; however, Landlord's determination of Substantial Completion matters relating to aesthetic issues relating to alterations or changes which are 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 conditions presented by 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 Landlord without objection or condition. Once the Plans have been approved by Landlord, Tenant, at its sole cost and expense, shall promptly, and with all accompanying documents or 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 longer period work. All of time such work shall be performed strictly in accordance with the Plans and in accordance with applicable Legal Requirements (as specified defined in the Construction Schedule Section 3.3 hereof) and Insurance Requirements (the “Substantial Completion Review Period”as defined in Section 3.3 hereof). Section 7.4.3 Supplier . Tenant shall have such work performed by contractors, reasonably approved by Landlord, which contractors shall provide System Owner with reasonable notice of to Landlord such insurance as the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner Landlord may reasonably require. Landlord shall have the right to have one provide such rules and regulations relative to the performance of such work and any other work which the Tenant may perform under this 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 more representatives other like governmental approval for the use and the Independent Engineer present during such inspection or review. If the representative occupancy of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that Premises, and Tenant shall not open for business in the requirements Premises until and unless it has obtained such approval and has submitted to Landlord a copy of the same together with waivers of lien from all of Tenant's contractors in form adequate for achieving Substantial Completion have not been achieved, then Supplier recording purposes. Tenant shall also prepare and submit to Landlord promptly take such action as necessary to achieve such requirements and, after the Tenant's work is substantially complete a set of as-built plans showing the work performed by Tenant to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedPremises. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. (a) After completing the Guaranteed Performance Tests in accordance with Section 7.4.1 When Supplier 10.03, when the Contractor determines that all of the requirements for Substantial Completion have been completed, Contractor shall provide written notice thereof to Owner and the Owner’s Engineer. Except as provided in Section 10.04(b), the date specified by Contractor on which the Guaranteed Performance Tests had successfully been started for achieving Substantial Completion in its notice to Owner of Substantial Completion shall be the “Substantial Completion Date”. (b) Within five (5) Business Days following receipt by Owner of such notice of Substantial Completion, Owner shall notify Contractor in writing whether or not Owner, and Owner’s Engineer believes that it Contractor has achieved fulfilled the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System as applicable. If Owner stating determines that Supplier Contractor has achieved not fulfilled such requirements for Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but specify in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete Contractor in reasonable detail the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because reasons for determining that the requirements for Substantial Completion have not been met, System Owner shall, within the . Contractor shall promptly act to correct such deficiencies so as to achieve Substantial Completion Review Periodas soon as possible (and no later than by the applicable Guaranteed Substantial Completion Date if such date has not already passed). Following any such remedial action, notify Supplier of its non-approval Contractor shall deliver to Owner, and include Owner’s Engineer a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice new notice of Substantial Completion and the provisions of this Section 10.04(b) shall apply with respect to System Owner stating that Supplier believes that such requirements have been achievednew Substantial Completion notice in the same manner as they applied to the original Substantial Completion notice. Such The foregoing procedure shall be repeated as often as necessary, so long as Contractor is paying when due Schedule Liquidated Damages and/or Performance Liquidated Damages (as applicable), until the earlier of (i) Owner, and Owner’s Engineer no longer reject Contractor’s Substantial Completion is notice and Owner provides its own notice to Contractor that Substantial Completion has been achieved, or (ii) termination of this Agreement. If Supplier disputes The date upon which the reasons stated in System Owner’s notificationlast successful Guaranteed Performance Test was commenced shall be deemed the Substantial Completion Date. In the event of a dispute with respect to the foregoing determination, then such dispute may be settled pursuant to Article XVII. (c) If Contractor fails to achieve Substantial Completion by the Guaranteed Substantial Completion Date, Contractor shall be resolved pay to Owner the Schedule Liquidated Damages pursuant to Article XI. The dates upon which such liquidated damages are paid shall not affect the Substantial Completion Date. Payment of such damages shall not relieve Contractor from its obligations hereunder to achieve Substantial Completion and Final Acceptance, subject to the limitations of liability set forth in accordance with Article XIXXVIII.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved (i) Upon Substantial Completion of the requirements of Substantial CompletionInitial Renovation Work, Supplier Tenant shall provide written notice (the “Notice of Substantial Completion”) thereof to System Owner stating that Supplier has achieved Substantial CompletionLandlord, together with copies of all documents supporting documentation therefor. Landlord shall endeavor within fifteen (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (1015) Business Days following from Landlord's receipt of Tenant's notice to advise Tenant whether or not, in Landlord's reasonable discretion, the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, conditions for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achievedsatisfied, then Supplier shall promptly take such action as necessary or whether ▇▇▇▇▇▇ has failed to achieve such requirements and, submit adequate and sufficient evidence to permit Landlord to issue its determination. If in reasonable discretion of Landlord the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements conditions for Substantial Completion have not been metsatisfied, System Owner shall, Landlord shall also endeavor to advise Tenant of the reasons for Landlord's determination within the such fifteen (15) Business Day period. Any dispute as to whether Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute Initial Renovation Work has occurred shall be resolved pursuant to Article 34. The failure by Landlord to advise Tenant in writing as to whether the conditions for Substantial Completion have been satisfied and, if not, to identify the conditions that have not been satisfied, within such fifteen (15) Business Day period shall be deemed to constitute an acknowledgement by Landlord that the Initial Renovation Work has been Substantially Completed. (ii) Upon Substantial Completion of the Initial Renovation Work, Tenant shall deliver the following to Landlord: (i) a certification of the Architect (certified to Landlord), in a form that is customary and consistent with industry standards taking into account the scope and the nature of the work performed, that the Construction Work in question has been Substantially Completed in accordance with Article XIXthe Approved Plans and Specifications therefor and that the improvements constructed pursuant to such Construction Work comply with the Building Code of New York City and all other Requirements; and (ii) a copy of the temporary Certificate of Completion or Certificate of Occupancy for the entire Premises (or the relevant portion thereof).

Substantial Completion. Section 7.4.1 When Supplier believes (a) Landlord shall use reasonable efforts to Substantially Complete that it has achieved portion of the requirements Office Improvements related to Tenant's computer room (said computer room being shown on EXHIBIT B-4 attached hereto) and the Warehouse Items (said portion of Substantial Completionthe Office Improvements and the Warehouse Items being referred to hereinafter, Supplier shall provide written notice collectively, as the "Phase I Improvements") on or before November 24, 2003, as such date may be extended due to Force Majeure or Tenant Delay (the “Notice "Phase I Date"). If Landlord fails to Substantially Complete the Phase I Improvements on or before the fifteenth (15th) day after the Phase I Date, Tenant shall receive one (1) day of free Base Rent and Tenant's Proportionate Share of CAM Charges for each day after such fifteenth (15th) day that the Phase I Improvements are not Substantially Complete. Except as set forth in this subsection (a), no liability whatsoever shall arise or accrue against Landlord by reason its failure to Substantially Complete the Phase I Improvements on or before the Phase I Date. (b) Without limiting subsection (a) above, Landlord shall use reasonable efforts to Substantially Complete the remainder of the Office Improvements (the "Phase II Improvements") on or before the Target Commencement Date, as such date may be extended due to Force Majeure or Tenant Delay (the "Phase II Date"). If Landlord fails to Substantially Complete the Phase II Improvements on or before the fifteenth (15th) day after the Phase II Date, Tenant shall receive one (1) day of free Base Rent and Tenant's Proportionate Share of CAM Charges for each day after such fifteenth (15th) day that the Phase II Improvements are not Substantially Complete. Except as set forth in this subsection (b), no liability whatsoever shall arise or accrue against Landlord by reason its failure to Substantially Complete the Phase II Improvements on or before the Phase II Date. (c) For purposes hereof, Substantial Completion”Completion (or any grammatical variation thereof) shall mean, with respect to System Owner stating that Supplier has achieved the Phase I Improvements only, completion of construction of the Phase I Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Phase I Improvements. For purposes hereof, Substantial CompletionCompletion (or any grammatical variation thereof) shall mean, together with copies respect to the Phase II Improvements only, completion of all documents construction of the Phase II Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Phase II Improvements, the completion of which will not materially affect Tenant's use and occupancy of the Premises, as established by the delivery by Landlord to Tenant of a certificate of occupancy for the Premises issued by the appropriate governmental authority. Notwithstanding anything to the contrary contained herein, if Substantial Completion of the Phase I Improvements and/or the Phase II Improvements (collectively, the "Tenant Improvements") is delayed beyond the Target Commencement Date as a result of Tenant Delay (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completionhereinafter defined), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if requiredthen, for purposes of achieving determining the Commencement Date, Substantial CompletionCompletion of the Tenant Improvements shall be deemed to have occurred on the date that Substantial Completion of the Tenant Improvements would have occurred but for such Tenant Delay. (d) For purposes hereof, Tenant Delay shall mean any delay in the completion of the Tenant Improvements attributable to Tenant, including, without limitation (i) Tenant's failure to meet any time deadlines specified herein, (ii) Change Orders, (iii) Tenant's requirements for special work or materials, finishes or installations other than Building standard, (iv) the performance of any other work in the Premises by any person, firm or corporation employed by or on behalf of Tenant, or any failure to complete or delay in completion of such work, (v) Landlord's inability to obtain an occupancy permit for the Premises because of the need for completion of all or a portion of improvements being installed in the Premises directly by Tenant, and System Owner shall have the right to have one (vi) any other act or more representatives and the Independent Engineer present during such inspection or review. If the representative omission of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedTenant. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved For purposes of the requirements of Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, Supplier as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall provide occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice (from Landlord that the “Notice of Substantial Completion”) Premises are ready for a final walk-through in order to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in confirm completion and the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt content of the Notice punch-list and completion of Substantial CompletionTenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, System Owner shall promptly proceed to obtain Independent Engineer’s review certification and approval approvals from all governmental authorities regarding completion of the Notice of Substantial Completion Lease Improvements and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, Tenant Improvements to the extent applicable, schedule another inspection such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or review a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the System. Such procedure shall be repeated until such inspection or review has Leasehold Improvements have been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval paid; and (be) issue written notice receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to Supplier furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to complete withhold from Contractor, a sum equal to the Work cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis such approval not to approve be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the Notice terms of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the Substantial Completion Review Period, notify Supplier completion of its nonsuch punch-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXlist work.

Substantial Completion. (a) Landlord shall use commercially reasonable efforts to cause the Work to be "substantially completed" on or before the Second Additional Space Commencement Date, subject to delays described in Section 7.4.1 27.04 of the Original Lease and delays described in Paragraph 6 of this Work Letter Agreement. The Work shall be considered "substantially completed" for all purposes under this Work Letter Agreement and the Lease if and when Landlord's architect issues a written certificate to Landlord 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. When Supplier believes Landlord is of the opinion that it the Work is substantially completed, then Landlord shall so notify Tenant. Tenant 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. (b) If the Work is not substantially completed on or before the Second Additional Space Commencement Date by reason of any delay (other than a delay specified in Paragraph 6 below), the Amendment shall remain in effect, Landlord shall have no liability to Tenant as a result of any delay in occupancy, the Second Additional Space Commencement Date shall be extended (subject to Paragraph 6 below) to the date on which the Work is substantially completed but the expiration date of the lease term for the Second Additional Space shall not be extended. EXHIBIT B - Page 2 6. TENANT DELAYS. There shall be no extension of the Second Additional Space Commencement Date (as permissibly extended under Paragraph 5 above) if the Work has achieved not been substantially completed on said date by reason of any delay attributable to Tenant, including without limitation: (a) the failure of Tenant to furnish the Plan required under Paragraph 1 above on or before the date stated in Paragraph 1 or the failure of Tenant to furnish the Working Drawings required under Paragraph 2 above on or before the date stated in Paragraph 2; (b) the failure of Tenant to comply with the requirements of Substantial CompletionParagraph 4 above; (c) Tenant's requirements for special work or materials, Supplier shall provide written notice finishes, or installations other than the Building Standards; (d) the “Notice performance of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified any other work in the definition Second Additional Space by any person, firm or corporation employed by or on behalf of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial CompletionTenant, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier any failure to complete the Work or delay in completion of such work; (the “Notice to Complete”)e) any other act or omission of Tenant. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. “Substantial Completion” or “Substantially Completed” as used herein shall mean all of the following have occurred: (i) delivery of a factually correct written notice to Tenant of the completion of construction of the Tenant Improvements in the Premises substantially in accordance with the approved T.I. Plans and Specifications with the exception of minor details of construction installation, decoration, or mechanical adjustments, punchlist items and any work relating to the backup generator as set forth in Section 7.4.1 When Supplier believes 29.35 of the Lease and/or Tenant’s Hazardous Materials storage container as set forth in Section 29.33 of the Lease (irrespective of whether such item(s) are installed by Tenant during the Early Access Period as part of Tenant’s Work), such notice to be in substantially the form of Attachment “A” hereto, (ii) expiration of the Early Access Period (as defined in Section 5.1) (iii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or equivalent), a temporary certificate of occupancy (or equivalent) or other equivalent authorization, or Tenant has occupied and obtained the beneficial use of the Premises. ▇▇▇▇▇▇ agrees that it has achieved if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any of the requirements events described herein (or elsewhere in the Lease) as a “Tenant Delay,” then such delay shall be the responsibility of Tenant. In any such event, Substantial Completion shall be deemed to have occurred the earlier of: (a) the date of Substantial CompletionCompletion or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be required to work on an overtime basis. For the purposes of this Tenant Work Letter, Supplier shall provide written notice a “Tenant Delay” is defined as any delay directly or indirectly resulting from: (the “Notice of Substantial Completion”1) Tenant’s failure to System Owner stating that Supplier has achieved Substantial Completion, together comply with copies of all documents (as identified any time frames set forth herein or in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Lease (including the deadline set forth in Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer3.3.1 for Tenant’s review and approval of the Notice Space Plan); (2) any changes in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant’s approval of such stage, including, without limitation, any Change Order or changes made to reduce the Estimated Construction Cost; (3) Tenant’s failure to timely furnish any documents required herein or to timely approve any item or any cost estimates, the Estimated Construction Costs or any Change Orders, as required herein; (4) Tenant’s request for materials, finishes, or installations other than Landlord’s Building Standard items (and with specific reference to any delays resulting from the design and/or installation of the backup generator as set forth in Section 29.35 of the Lease and/or Tenant’s Hazardous Materials storage container as set forth in Section 29.33 of the Lease ); (5) Tenant’s failure to timely perform any act or obligation imposed on Tenant by the Lease or this Tenant Work Letter as and when requested thereunder or hereunder; (5) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of occupancy (or equivalent); or (6) any other delay otherwise caused by Tenant, its officers, directors, owners, agents, invitees, permittees, employees or contractors which operates to delay Landlord’s Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time Tenant Improvements, as specified in the Construction Schedule (the “Substantial Completion Review Period”)reasonably determined by Landlord. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Seller shall use commercially reasonable efforts to obtain, or cause the requirements Contractor to obtain, a building permit and all other permits, licenses and approvals of Substantial Completiongovernmental authorities required for the construction, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt equipping and furnishing of the Notice of Substantial Completion, System Owner Hotel in accordance with the Plans and Specifications and this Contract. Seller shall promptly proceed to obtain Independent Engineer’s review and approval diligently pursue construction of the Notice of Substantial Completion and Hotel in accordance with this Contract and, subject to Force Majeure, shall cause the Commissioning Report within a reasonable time, but in Contractor to Substantially Complete the Hotel no event more later than ten (10) Business Days following receipt 425 days after the commencement of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule Review Period (the “Substantial Completion Review PeriodDate”). Section 7.4.3 Supplier . Seller shall provide System Owner with reasonable notice notify Buyer within three (3) Business Days after the occurrence of any Force Majeure and shall keep Buyer informed as to the nature and extent of the date Force Majeure and time the estimated length of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving any anticipated delay in Substantial Completion. If Seller fails to Substantially Complete the Hotel by the Substantial Completion Date as a result of Force Majeure, this Contract shall 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 System Owner 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 such 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 have the right (a) to have terminate this Contract by written notice to Seller given within three (3) Business Days after the expiration of such one or more representatives and hundred twenty (120) day period, in which event the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure ▇▇▇▇▇▇▇ Money Deposit shall be repeated until returned to Buyer as its sole remedy in connection with such inspection termination, and thereafter both Buyer and Seller shall thereupon be released from all obligations with respect to this Contract or review has been satisfactorily completed (b) to treat this Contract as being in full force and approved. Section 7.4.4 If System Owner effect, in which event Buyer shall receive a Purchase Price credit at Closing in the amount of One Hundred Eighty Thousand Dollars ($180,000), and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure Date shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated extended to a date reasonably agreed upon in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXwriting by Buyer and Seller.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier The work shall provide written notice be deemed substantially completed (the “Notice of Substantial Completion”) to System Owner stating for the purposes of this Paragraph 5, notwithstanding the fact that Supplier has achieved Substantial Completionminor or insubstantial details of construction, together with copies of all documents (as identified in the definition of Substantial Completion) that are required mechanical adjustment or decoration remain to be delivered performed, when (i) the Tenant Improvements have been substantially completed in accordance with the Final Drawings and all mechanical systems installed by Landlord therein are in good working condition, subject only to System Owner to meet Substantial Completion that have completion of minor punch list items which do not been previously delivered. Section 7.4.2 Upon receipt materially interfere with Tenant’s use of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review Premises as contemplated and approval of permitted under the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial CompletionLease, and System Owner shall have (ii) a Certificate of Occupancy for the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements andPremises has, to the extent applicable, schedule another inspection or review required for Tenant’s occupancy of the SystemPremises, been issued by the City of Frisco, Texas, and obtained by Landlord. Such procedure shall Tenant Delays. Tenant will be repeated until responsible for any delay in completion of Landlord’s work and construction of the Tenant Improvements resulting from: any request by Tenant that Landlord delay the completion of any of such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice work; Tenant’s failure to Supplier supply timely any information necessary to complete the Work Final Drawings; any breach or default by Tenant in the performance of Tenant’s obligations under this Lease; any modifications, revisions and changes to the Final Drawings requested by Tenant; Tenant’s request for any Non-Building Standard work or delays resulting from revision of the Approved Bid (to the extent such delays are caused by Tenant’s acts or omissions to act) after the Final Drawings are approved; and any other delay of any kind or nature caused by Tenant, its employees, agents or independent contractors. Any such delay (individually, a “Tenant Delay,” and collectively, the “Notice Tenant Delays”) shall extend the time for performance by Landlord of Landlord’s obligations under this Exhibit “E” by an amount of time equal to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not length of such Tenant Delay, and the Commencement Date shall in such event be deemed to approve have occurred on the Notice of date that Substantial Completion because would have occurred but for such Tenant Delays (it being agreed that, in such event, the requirements for Substantial Completion have not been metdelay so caused shall be the “net” delay, System Owner however, determined by multiplying the number of days that Tenant Delays exceed Landlord Delays). In addition, Tenant shall, within on the Substantial Completion Review PeriodCommencement Date under the Lease, notify Supplier pay to Landlord an amount equal to one (1) day of its non-approval and include a detailed explanation Base Rental multiplied by the number of days of Tenant Delays in order to compensate Landlord for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achievedlost rentals resulting therefrom. If Supplier disputes the reasons stated cost to Landlord of the Tenant Improvements is increased in System Owner’s notificationany way by a Tenant Delay, then such dispute Tenant shall be resolved in accordance with Article XIXalso pay to Landlord on the Commencement Date the additional cost so incurred.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Landlord shall cause the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required Tenant Improvements to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of “substantially completed” on or before the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time Rent Commencement Date as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice Subsection 1.1.D.(2) of the date and time 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 inspection Tenant Improvements, unavailability or review shortages of materials or other problems in obtaining materials necessary for performance of the System by 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 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 representative 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 applicable Governmental Authority or Host Utility, if required, Premises for the uses permitted under the Lease. For purposes of achieving Substantial Completionthis Lease, and System Owner “Punchlist Items” shall have mean any punchlist items specified in the right to have one or more representatives and certificate of Landlord’s architect referenced above together the Independent Engineer present during such inspection or reviewlist of punchlist items mutually agreed upon between the parties. If the representative 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 applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review PeriodLease, (a) notify Supplier of its approval and Landlord agrees to use reasonable efforts to complete the Tenant Improvements as soon as practicable thereafter, (b) issue written notice the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to Supplier 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 the Lease reflecting such extensions. Landlord shall complete the Work (Punchlist Items within a commercially reasonable period of time following substantial completion of the “Notice to Complete”)Tenant’s Improvements. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. § 9.8.1 The date of Substantial Completion is the date certified by the Owner in accordance with this Section 7.4.1 When Supplier believes that 9.8 when the Work is sufficiently complete in accordance with the Design-Build Documents so the Owner can take Beneficial Occupancy of the Project. Substantial Completion shall be determined by the Owner, its architect and consultants upon request by the Contractor in accordance with the Contract Documents. The good faith and reasonable determination of Substantial Completion by the Oner and it consultants shall be controlling and final. § 9.8.1.1 Beneficial Occupancy Notwithstanding any common law principal to the contrary or otherwise, occupancy by the Owner shall be “beneficial” when occupancy for the intended purpose is fully usable, safe and convenient, considering all visual, sound, odor and aesthetic factors; the Project is weather-tight and fully functional; all portions of the Project, including finishes, painting, hardware, services, systems, and utilities are complete and fully operational; commissioning of all systems has achieved been completed; and any remaining punchlist work may be conveniently and effectively performed at times other than during business hours of the Owner. Notwithstanding the foregoing, the Design-Builder shall not be required to exceed the requirements of Substantial Completionthe Contract Documents to achieve Beneficial Occupancy. § 9.8.2 When the Design-Builder considers that the Work, Supplier or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall provide written notice (prepare and submit to the “Notice Owner a comprehensive list of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required items to be delivered completed or corrected prior to System Owner final payment. Failure to meet Substantial Completion that have include an item on such list does not been previously deliveredalter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. Section 7.4.2 § 9.8.3 Upon receipt of the Notice of Substantial CompletionDesign-Builder’s list, System the Owner shall promptly proceed make an inspection to obtain Independent Engineerdetermine whether the Work or designated portion thereof is substantially complete. If the Owner’s review and approval of inspection discloses any item, whether or not included on the Notice Design-Builder’s list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another inspection by the Owner to determine Completion. § 9.8.4 If the Design-Builder requests determination of Substantial Completion and it is determined by the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of Owner that the Notice Work does not then justify certification of Substantial Completion and all accompanying documents re-inspection is required at a § 9.8.5 When the Work or such longer period designated portion thereof is substantially complete, the Design-Builder will prepare for the Owner’s signature a Certificate of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of that shall, upon the Owner’s signature, establish the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, System Owner shallmaintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion Review Periodof the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion or the Design-Build Documents. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner’s acceptance, and consent of surety, if any, the Owner shall record a Notice of Completion (NOC) and make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents, in accordance with the provisions of Public Contract Code section 7107. § 9.8.7 The Design-Builder shall not be deemed to have achieved Substantial Completion under the Design-Build Documents unless (1) Design-Builder has completed the Work in strict accordance with the Design-Build Documents, (2) Design-Builder has completed the Work to such an extent that any furniture, fixtures, and equipment to be installed by Owner is able to be properly and completely installed, and (3) Design-Builder has obtained (a) notify Supplier of its approval approvals from all applicable governmental authorities, and (b) issue written notice a final Certificate of Occupancy (COO) such that Owner can fully use the work of improvement for its intended purpose, including the ability to Supplier to complete apply for applicable licensing of the Work (the “Notice to Complete”)facility. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved SUBSTANTIAL COMPLETION" shall occur when ---------------------- ---------------------- the requirements Improvements are substantially completed as certified by the architect preparing the Shell Plans utilizing AIA document G704, Certificate of Substantial Completion, Supplier and Landlord has obtained all requisite governmental approvals relating to substantial completion such that Tenant may lawfully occupy the Building. Substantial Completion shall provide have occurred even though minor details of construction, decoration, landscaping, and mechanical adjustments remain to be completed by Landlord. When the Certificate of Substantial Completion is issued, Landlord and the architect shall prepare a punch list of incomplete, minor, detail items and Landlord shall use all reasonable efforts to complete such items within 30 days after the Certificate of Substantial Completion is issued, except as to such items that, by their nature, will take a longer period to complete as set forth in the punch list. If Substantial Completion has not occurred within 12 months after the Interior Drawings have been approved by Landlord and Tenant, plus the sum of the number of Force Majeure Delay Days (defined below) and the number of Tenant Delay Days (defined below) (the "TERMINATION DATE"), then Tenant may terminate this Lease ---------------- by delivering written notice thereof to Landlord (a "TERMINATION NOTICE") before ------------------ the “Notice earlier of (a) ten days after the Termination Date or (b) the date of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies . "FORCE MAJEURE DELAY DAYS" means the number of all documents (as identified in the definition days ------------------------ of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements delay for Substantial Completion have not been met, System Owner shall, within caused by Force Majeure Events. "TENANT ------ DELAY DAYS" means the number of days of delay for Substantial Completion Review Periodcaused ---------- by (1) any acts of a Tenant Party, notify Supplier (2) changes requested by Tenant in the approved Shell Plans or approved Interior Drawings, or (3) any specifications by Tenant of its non-approval and include a detailed explanation materials or installations which are not readily available. If Substantial Completion is delayed because of Tenant Delay Days, then the Commencement Date shall not be extended, but rather shall start on the date on which Substantial Completion would have occurred but for the basis thereofsuch delay days. Supplier The termination right herein provided shall promptly undertake such action or work as necessary be Tenant's sole remedy for Landlord's failure to achieve such requirements and shall then issue another Notice of cause Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes occur by the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXTermination Date.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved The Tenant Improvements shall be deemed substantially completed ("SUBSTANTIAL COMPLETION" or "SUBSTANTIALLY COMPLETED") when the requirements Tenant Improvements have been completed in accordance with the Final Plans, except for: (a) items of Substantial Completionfinishing and construction which are not necessary to make the Demised Premises reasonably tenantable for Tenant's use as stated herein; (b) items not then completed because of: (i) failure by Tenant to provide the Proposed Plans by the Plans Submission Date, Supplier shall provide written notice (the “Notice of Substantial Completion”) or to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified promptly make changes in the definition of Substantial CompletionProposed Plans reasonably required by Landlord in connection with the approval thereof, or to otherwise perform its obligations under this Lease; or (ii) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified changes in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System Final Plans requested by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, Tenant to the extent applicable, schedule another inspection or review of the System. Such procedure time set forth in the Landlord's statement given after change orders are agreed to in writing by Tenant; or (iii) delays, not caused by Landlord, in furnishing materials or procuring labor required for installations or work in the Demised Premises which are not customarily provided by Landlord for office tenants in the Building, provided that Tenant shall be repeated until such inspection notified of Landlord's good faith estimate of the anticipated delay promptly after discovery thereof by Landlord, and shall be given an opportunity to specify alternative materials or review has been satisfactorily completed and approvedrequirements customarily provided by Landlord for office tenants; or (iv) the performance of any work or activity in the Demised Premises by Tenant or any of its employees, agents or contractors. Section 7.4.4 If System Owner and (c) Delays resulting from the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Periodoccurrences described in Subsection 4.14 (b)(i), (aii) or (iv) are sometimes hereinafter referred to as "TENANT DELAYS." In the event of any Tenant Delay, Tenant acknowledges that the Commencement Date of the Lease Term may occur (in Landlord's sole, but reasonable discretion,) and Tenant's obligation to pay Rent may begin, before the Demised Premises can be occupied by Tenant. Landlord agrees that in the event of a Tenant Delay occurring under subsection 4.14 (b)(i), (ii) or (iv), it will provide Tenant with notice of such Tenant Delay, which notwithstanding the notice provisions of this Lease, may be by telephone, in person, fax, email, or other means of communication. Tenant will have two calendar days in which to notify Supplier Landlord, which notwithstanding the notice provisions of its approval this Lease, may be by telephone, in person, fax, email, or other means of communication, of any proposed alternative materials, requirements, or means of avoiding the Tenant Delay. Landlord and (b) issue written notice Tenant agree to Supplier use their best efforts to complete implement Tenant's reasonably proposed alternative materials, requirements or means of avoiding the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis Tenant Delay, however, Landlord will not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation be responsible for the basis thereof. Supplier shall promptly undertake Tenant Delay if such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXmeans do not succeed.

Substantial Completion. Section 7.4.1 When Supplier believes The Landlord’s Work shall be performed in a professional, good and workmanlike manner in accordance with all applicable codes, statutes, laws, rules and regulations. During the course of construction, Tenant’s Representative and Tenant’s Consultant agree to attend bi-weekly construction meetings and site inspections with Landlord for the purpose of monitoring that it has achieved Landlord’s performance of the requirements of Substantial Completion, Supplier Landlord’s Work is being effectuated consistent with the Tenant’s Plans and Specifications in accordance with industry standard (“Inspections”). Landlord shall provide written notice reasonably cooperate with Tenant’s Representative and Tenant’s Consultant to schedule Inspections at times that are mutually convenient for all sides and will set forth the items to be reviewed during the Inspections in writing (email being acceptable) in advance (the “Notice Inspection List”). If either Tenant’s Representative or Tenant’s Consultant discovers any deviation from the Tenant’s Plans and Specifications during an Inspection, Tenant shall advise Landlord in writing (email to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ <▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇> being acceptable) within two (2) business days following the discovery thereof, and Landlord shall correct any such deviation as expeditiously as reasonably possible in accordance with industry standard. If Tenant’s Representative or Tenant’s Consultant do not attend such Inspections and/or attends such Inspections and do not raise any discrepancy to Landlord regarding the performance of the Landlord’s Work, then Tenant is deemed to have waived its right to object to the portion of the work that was included as part of the Inspection List. Landlord shall deliver the New Premises to Tenant in turnkey condition substantially complete and ready for use and occupancy by Tenant. The New Premises shall be deemed substantially complete upon the occurrence of all of the following: (i) Landlord’s delivery to Tenant’s Representative and Tenant’s Consultant of self-certification letters by Landlord’s Architects and engineers certifying that the Landlord’s Work built pursuant to Tenant’s Plans and Specifications is substantially complete in accordance with industry standard and that Tenant can use all of the New Premises for the permitted uses therein; and only minor and insubstantial details of decoration and mechanical adjustment remain (subject to industry accepted Punch List items defined below); and (ii) the thorough and professional cleaning of the New Premises and corridor so that each are ready for Tenant’s use and occupancy; and (iii) walk-through of the New Premises by Landlord, Tenant’s Representative and Tenant’s Consultant confirming the substantial completion of the Landlord’s Work and identifying any punch list items of Landlord’s Work to be performed by Landlord following Tenant’s occupancy of the New Premises (a “Punch List”). The foregoing (i) through (iii) inclusive shall be deemed “Substantial Completion”. Landlord will provide fifteen (15) days prior written notice to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt Tenant’s Representative and Tenant’s Consultant of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice estimated date of Substantial Completion and during such fifteen (15) day period, Landlord, Tenant’s Representative and Tenant’s Consultant will perform a walk-through of the Commissioning Report New Premises for the purpose of establishing the Punch List. Upon the New Premises Commencement Date, Tenant shall accept the New Premises in its “as is” condition but excluding latent defects and the Punch List items, which Landlord shall correct. Landlord shall endeavor to complete all Punch List items within a reasonable time, but in no event more than ten thirty (1030) Business Days days following receipt of the Notice Punch List (subject to items of Substantial Completion Long Lead Work). Landlord shall coordinate the performance of any Punch List items with Tenant’s Representative in an effort to minimize interference with Tenant’s business and all accompanying documents or such longer period where reasonably requested by Tenant, Landlord shall perform Punch List items outside of time as specified in the Construction Schedule (the “Substantial Completion Review Period”)normal work hours which are Monday through Friday 8 a.m. to 6 p.m. excluding federal holidays. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes Sublandlord agrees to use commercially reasonable efforts to Substantially Complete (as hereinafter defined) the Sublandlord’s Work by the date that it has achieved is seven (7) months from the requirements 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, Supplier Completion by such date. The Sublandlord’s Work shall provide written notice be deemed substantially completed (the “Notice of Substantially Completed” or “Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completionwhen, together with copies of all documents (as identified in the definition opinion of Substantial Completion) that are required the construction manager (whether an employee or agent of Sublandlord or a third party construction manager, the “Construction Manager”), the Sublandlord’s Work is substantially completed except for punch list items which do not prevent in any material way the use of the Subleased Premises for the purposes for which they were intended. In the event Subtenant, its employees, agents, or contractors cause, directly or indirectly, the construction or completion of the Sublandlord’s Work to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of delayed, then the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice date of Substantial Completion and shall be deemed to be the Commissioning Report within a reasonable timedate that, but in no event more than ten (10) Business Days following receipt the opinion of the Notice of Construction Manager, Substantial Completion and all accompanying documents would have occurred if such delays or such longer period of time as specified 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 Construction Schedule (plans, Subtenant’s request for long lead items, Subtenant’s failure to 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 delays shall not entitle Subtenant to any abatement of rent or other rights of any kind. Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, is only material for purposes of achieving Substantial Completion, and System Owner shall have determining the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative completion of the applicable Governmental Authority 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 Sublandlord have any obligation for any defects in the Subleased Premises or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedany limitation on its use. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved ‌ (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when Seller considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together with copies of all documents (as identified Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the definition form of Substantial Completion) that are required to be delivered to System Owner to meet Exhibit Z (the “Substantial Completion that have not been previously delivered. Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.4.2 Upon receipt of the Notice of Substantial Completion7.6(a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of include with such Substantial Completion and the Commissioning Report Certificate a copy of its proposed Punchlist. Buyer shall, within a reasonable time, but in no event more than ten (10) Business Days following after receipt of such Substantial Completion Certificate, either (i) confirm in writing to Seller that it agrees that the Notice of Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all accompanying documents or such longer period of time as specified deficiencies in the Construction Schedule (Work or that served as the “basis for Bu▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion Review Period”). Section 7.4.3 Supplier and resubmit its Substantial Completion Certificate to Buyer. For all purposes of this Agreement, the Work shall provide System Owner with reasonable notice be deemed to have achieved Substantial Completion on the earlier of (A) the date and time of Buyer confirms in writing to Seller that it agrees the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Work has achieved Substantial Completion have not been achievedand (B) if within ten (10) Business Days after receipt of a Substantial Completion Certificate, then Supplier shall promptly take such action as necessary Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to achieve such requirements andclause (ii) above, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within tenth (10th) Business Day after Seller issues the Substantial Completion Review PeriodCertificate to Buyer in accordance with the requirements of this Agreement; provided, however, that, for the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.4(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.4(c), the Work shall be deemed to have achieved Substantial Completion on (a1) notify Supplier if Buyer does not dispute Seller’s Substantial Completion Certificate as provided above, the date Seller issues to Buyer such Substantial Completion Certificate, or (2) if Buyer disputes Seller’s Substantial Completion Certificate as provided above and, without resolving Buyer’s objections and resubmitting its Substantial Completion Certificate, Seller disputes Buyer’s objections, then the later of its approval (x) the date Seller issued to Buyer such Substantial Completion Certificate or (y) the date that, according to the final resolution of the Dispute (whether by agreement of the Parties or Expert determination pursuant to Section 26.10(b)), is determined to be the date as of which all conditions to Substantial Completion were, and continued to be, satisfied. (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationGuaranteed Substantial Completion Date, then such dispute Seller shall be resolved in accordance with Article XIX.pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)51 for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date Seller achieves Substantial Completion,

Substantial Completion. Section 7.4.1 When Supplier As used herein, the term “Substantially Complete”, “Substantially Completed” or “Substantial Completion” shall mean the later to occur of (i) the substantial completion of construction of Landlord’s Work and Tenant’s Work, as certified by Landlord’s architect, pursuant to and evidenced by a fully executed AIA G704 form signed by L▇▇▇▇▇▇▇’s General Contractor and Landlord’s architect, with the exception of any Punch List Items (as defined below), and (ii) the issuance by the City of Somerville of a temporary or permanent certificate of occupancy or receipt of final approvals or signoffs for the Building and the Premises required for Tenant to lawfully operate in all of the Premises for the Permitted Uses. Landlord shall, until obtained, diligently pursue a permanent or final certificate of occupancy for the Premises if it shall not have received a certificate of occupancy by the date on which Landlord’s Work and Tenant’s Work are otherwise Substantially Complete. Notwithstanding the above, Landlord shall not be entitled to claim an extension of the date to Substantially Complete Landlord’s Work or Tenant’s Work (as applicable) due to delays caused by either Force Majeure or Tenant Delay unless Landlord shall have provided written notice to Tenant of the occurrence of such particular delay within seven (7) days of the date on which Landlord is aware of such particular delay. Landlord shall notify Tenant in writing when Landlord in good faith believes that it has achieved T▇▇▇▇▇’s Work is Substantially Complete. Within three (3) Business Days after the requirements giving of such notice to T▇▇▇▇▇, Landlord, L▇▇▇▇▇▇▇’s architect, T▇▇▇▇▇ and T▇▇▇▇▇’s architect shall jointly inspect the Premises and develop the list of punch list items that can be completed without unreasonable interference with T▇▇▇▇▇’s use and occupancy of the Premises for the regular conduct of business (“Punch List Items”), provided that in the event of any dispute between Landlord and Tenant regarding whether or not Tenant’s Work is Substantially Complete, or if Tenant or Tenant’s architect shall fail to attend such inspection, the determination of Landlord’s architect, acting reasonably, as to whether Tenant’s Work is Substantially Complete, and any list of punch list items developed by L▇▇▇▇▇▇▇ and/or L▇▇▇▇▇▇▇’s architect, shall be final and binding on Landlord and T▇▇▇▇▇. Landlord shall promptly complete all Punch List Items, at Landlord’s sole cost and expense, and shall use reasonable efforts to complete all Punch List Items within thirty (30) days after the date of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. The terms “Substantial Completion” and “Substantially Complete” shall mean that: (a) Landlord’s Tenant Improvement Work has been completed in accordance with the Final Plans with the exception of insubstantial details of construction, mechanical adjustment, decoration or cosmetic items, the non-completion of which does not materially interfere with Tenant’s use and occupancy of the Premises (collectively, the “Punch List Work”); and (b) all sanitary, plumbing, electrical, heating, ventilating and air conditioning services to the Premises are operational to the extent necessary to provide reasonably adequate service to the Premises, subject to any Punch List Work necessary to such systems; and (c) Landlord shall deliver the Premises to Tenant with Landlord’s Tenant Improvement Work having been Substantially Completed in accordance with Section 7.4.1 When Supplier 3.3 (a) above, and in such condition as shall permit Tenant to immediately occupy the Premises for Tenant’s permitted use under the Lease. Notwithstanding the foregoing, if occupancy is denied by the applicable governmental authority due solely to any item of Tenant’s FF&E Work not then being completed, then Landlord shall be deemed to have met the foregoing conditions set forth in (a), (b) and (c) of this Section 3.3, notwithstanding that occupancy is not then available to Tenant. Landlord shall provide to Tenant written notice reasonably in advance of the date when Landlord believes that it has achieved the requirements Substantial Completion shall occur. Within ten (10) days of receipt of Landlord’s notice of Substantial Completion, Supplier Tenant shall provide written notice (inspect the “Notice Premises and identify in writing to Landlord the Punch List Work Tenant wishes Landlord to perform. Landlord shall review such list of Substantial Completion”) Punch List Work and confer with Tenant to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt establish a mutually agreeable list of the Notice of Substantial Completion, System Owner Punch List Work. Landlord shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report complete all Punch List Work within a reasonable time, but in no event more than ten thirty (1030) Business Days days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date on which Landlord and time Tenant agree on the list of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedPunch List Work. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it 5.1 Landlord shall obtain building permits to construct the Tenant Improvements. The work for the Tenant Improvements shall be performed in a good and workmanlike manner, using new and high quality materials. Landlord shall obtain or cause the contractor to obtain prior to the commencement of any construction all required building permits as required by the governing municipality, and customary commercial general liability and builders risk insurance, Tenant and its employees, agents and other representatives shall be granted reasonable access to the demised Premises and permitted to Inspect the work during normal business hours throughout the duration of the construction process, as long as Tenant and its employees, agents and other representatives shall not interfere with Landlord's contractors or their subcontractors work, and shall comply with all reasonable rules and regulations established by Landlord for the protection and completion or Landlord's work. 5.2 The Tenant Improvements shall be deemed substantially completed when the Tenant improvements per the Space Plan are substantially completed, a certificate of occupancy issued, the Premises are in a broom-clean condition, and Tenant has achieved reasonable access to same. 5.3 Landlord shall use its best efforts to substantially complete construction of the requirements of Substantial Completion, Supplier shall provide written notice Tenant improvements on or before the date (the “Notice of "Estimated Substantial Completion”I Completion Date") to System Owner stating that Supplier has achieved is October 16, 2000, provided that for every day that Tenant is late in delivering the $22,000.00 contribution described in Section 1.3 above automatically extends the Estimated Substantial CompletionCompletion Date, together with copies of all documents but without extending the Commencement Date (as identified notwithstanding any contrary provisions in the definition Lease). INITIAL 5.4 If Landlord shall be delayed at any time in the progress of Substantial Completion) that are required to be delivered to System Owner to meet the construction of the Tenant Improvements by extra work, changes in construction ordered by Tenant, or by strikes, lockouts, fire, delay in transportation, unavoidable casualties, rain or weather conditions, or by any other cause beyond Landlord's reasonable control, then the Estimated Substantial Completion that have Date shall be extended by the period of such delay. However, notwithstanding the above, and subject to any qualifying provisions in the Lease, and of delays caused by either the Tenant and or City or County, should Landlord not been previously deliveredbe able to substantially complete the construction of Tenant Improvements as provided above due to a negligent eel or omission on the part of either Landlord and or its contractor's actions. then for each day Landlord fails to substantially complete the Tenant Improvements in the Premises, the Tenant shall be credited one day of free rent for each day the substantial completion of Tenant Improvements exceeds the Estimated Substantial Completion Date as provided in Paragraph 6.3 above. 8.5 In the event that the Tenant Improvements are not substantially completed by the Estimated Substantial Completion Date, the Lease shall not be invalid. but rather Landlord shall substantially complete the Tenant Improvements as soon thereafter as is possible and Landlord shall not be liable to Tenant for damages in any respect whatsoever. The existence of "punch list items," as per Section 7.4.2 Upon receipt a herein shall not delay substantial completion of the Notice Tenant Improvements for the purposes of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval Article 4 of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”)lease. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes “Substantial Completion” (or any grammatical variant thereof) of construction of the Tenant Improvements shall be defined as the date upon which the Space Planner or other consultant engaged by Landlord determines that it has achieved the requirements Tenant Improvements have been substantially completed in accordance with the Final Plans, except for Punch List items (defined below), unless the completion of such improvements was delayed due to any Tenant Delay (defined below), in which case the date of Substantial CompletionCompletion shall be the date such improvements would have been completed, Supplier but for Tenant Delays. Tenant may inquire with Landlord from time to time regarding the status of the construction of the Tenant Improvements and Landlord shall provide written notice (promptly respond to Tenant with the then current construction schedule. The term “Notice Punch List” items shall mean such items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with ▇▇▇▇▇▇’s use of Substantial Completion”) the Premises. After the completion of the Tenant Improvements, Tenant shall, upon demand, execute and deliver to System Owner stating that Supplier has achieved Substantial CompletionLandlord a letter of acceptance of improvements performed on the Premises. The term “Tenant Delay” shall include, together with copies of all documents (as identified without limitation, any delay in the definition completion of Substantial Completionconstruction of Tenant Improvements resulting from (i) that are required Tenant’s failure to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt comply with the provisions of the Notice this Work Letter, (ii) delay in work caused by submission by Tenant of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineera request for any change order following ▇▇▇▇▇▇’s review and approval of the Notice Final Plans, or for the implementation of Substantial Completion and any change order, or (iii) any delay by Tenant beyond the Commissioning Report within a reasonable timetime permitted in this Work Letter in submitting comments or approvals to the Temporary Plans or Final Plans. The failure of Tenant to take possession of or to occupy the Premises shall not serve to relieve Tenant of obligations arising on the Relocation Date or delay the payment of rent by Tenant. Notwithstanding anything herein to the contrary, but in no the event more than ten (10) Business Days following receipt there are any materials or finishes of the Notice of Substantial Completion Tenant Improvements that are delayed and all accompanying documents there are reasonable substitutes for such materials or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or finishes that are more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achievedreadily available, then Supplier Tenant shall promptly take such action as necessary select a more readily available substitute material or finish in order to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedmitigate any delays. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. (a) The Concessionaire will achieve Substantial Completion on or before the Scheduled Substantial Completion Date for the applicable Project Asset, subject to adjustment in accordance with this Agreement and subject to the assessment of liquidated damages pursuant to Section 7.4.1 When Supplier believes 8.10(a). (b) The Department will issue a written certificate of Substantial Completion at such time as Substantial Completion occurs for each Project Asset. (c) Substantial Completion of each Project Asset will have been achieved when each of the following conditions have occurred for the applicable Project Asset: (i) all lanes of traffic (including ramps, interchanges, overpasses, underpasses, and other crossings) set forth in the Construction Documentation are in their final configuration and available for normal and safe use and operation; (ii) all major safety features are installed and functional, including, as required, shoulders, guard rails, striping and delineations, concrete traffic barriers, bridge railings, cable safety systems, metal beam guard fences, safety end treatments, terminal anchor sections and crash attenuators; (iii) all required illumination for normal and safe use and operation is installed and functional in accordance with the Technical Requirements; (iv) all required signs and signals for normal and safe use and operation are installed and functional in accordance with the Technical Requirements; (v) the need for temporary traffic controls or for lane closures at any time has ceased (except for any then required for routine maintenance, and except for temporary lane closures in accordance with and as permitted by a Department-approved traffic management plan solely in order to complete Punch List items); (vi) the Concessionaire has completed the toll commissioning process described in the Technical Requirements, and the components of the ETTM System (other than the TMS) are complete, have passed all demonstration testing in accordance with the Construction Documentation and the Technical Requirements (other than the Integration Acceptance Test), including demonstration of interoperability with the E-ZPass network or any successor to E-ZPass then utilized on State Highways, and are ready for normal operation; provided, however, with respect to any Project Asset for which (A) a Tolling and O&M Notice to Proceed has been issued or (B) the Department has agreed in writing pursuant to Section 9.02(a)(viii) that the conditions in Section 9.02(a)(viii) have been satisfied, then the conditions of this Section 8.08(c)(vi) will be deemed satisfied; (vii) the TMS (if any) and safety features for TMS components are installed and functional; and (viii) the Concessionaire has otherwise completed the construction Work in accordance with this Agreement, including the Technical Requirements, and with the Construction Documentation, such that the Project is in a physical condition that it can be used for normal and safe vehicular travel in all lanes and at all points of entry and exit, subject only to Punch List items. (d) The parties will disregard the status of the landscaping and aesthetic features included in the Construction Documentation in determining whether Substantial Completion has achieved occurred, except to the requirements extent that its later completion will affect public safety or satisfaction of Substantial Completion, Supplier shall the criterion in Section 8.08(c). (e) The Concessionaire will provide the Department with written notice of anticipated Substantial Completion of the applicable Project Asset at least 21 Days prior to such anticipated Substantial Completion Date. During such 21-Day period, the Concessionaire and the Department will meet, confer and exchange information on a regular basis with the goal being the Department’s orderly, timely inspection of the applicable Project Asset and review of the final Construction Documentation for the applicable Project Asset and the Department’s issuance of a Substantial Completion Certificate for the applicable Project Asset. In addition, the Department will conduct an inspection of the applicable Project Asset and review of the final Construction Documentation for the applicable Project Asset, and such other matters as may be necessary to determine whether Substantial Completion for the applicable Project Asset is achieved within such 21-Day period. (f) If the “Notice Department disapproves the issuance of a Substantial Completion”) Completion Certificate, then the Department will provide a written notice to System Owner stating that Supplier has achieved Substantial Completionthe Concessionaire specifying in reasonable detail its reasons for such disapproval within ten Days of receipt of the final Construction Documentation and completion of the inspection for the applicable Project Asset, together with copies of all documents (as identified in and the definition of Substantial Completion) that are required Concessionaire will satisfy the conditions to be delivered to System Owner to meet Substantial Completion that have were not been previously delivered. Section 7.4.2 Upon receipt of met for the Notice of Substantial Completionapplicable Project Asset to which the Department’s disapproval relates. The Department will inspect, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of investigate the Notice of Substantial Completion applicable Project Asset and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utilitycorrective work and, if requiredit does so, for purposes of achieving Substantial Completionwill complete such inspection, review and System Owner shall have investigation within five Days after (i) the right Concessionaire provides written notice that such work has been completed and (ii) the Department is provided access to have one or more representatives and the Independent Engineer present during such inspection or reviewcorrective work. If the representative of Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion for the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achievedProject Asset, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall Dispute will be resolved in accordance with the dispute resolution procedures set forth in Article XIX21. (g) The Concessionaire will provide notice to the Department if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate within 21 Days after delivery of the notice by the Concessionaire pursuant to Section 8.08(e). If the Department has not notified the Concessionaire of such approval or disapproval within 15 Days after such Concessionaire notice, and if the delay is not a result of a Concessionaire Party action or inaction, then such delay will constitute a Compensation Event, and the Concessionaire will be entitled to Concessionaire Damages, if any, pursuant to Section 14.01. (h) If the Department approves the issuance of a Substantial Completion Certificate, the Department will provide with its Substantial Completion Certificate a Punch List of items to be completed to achieve Final Acceptance of the applicable Project Asset.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet 5.13.1 On Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice Building of Substantial Completion, System Owner which the Property forms part the Vendor shall promptly proceed to obtain Independent Engineer’s review and approval of procure that the Notice Architect shall issue the certificate of Substantial Completion and a copy of such certificate shall forthwith be delivered to the Commissioning Report within a reasonable time, but Purchaser and the Purchaser’s Attorney and the date stated in no event more than ten (10) Business Days following receipt of the Notice Architect’s certificate shall be the date of Substantial Completion and all accompanying documents or such longer period of time the Property for the purpose of this Agreement. 5.13.2 The Vendor shall as specified in soon as reasonably practicable following the Construction Schedule (the “date of Substantial Completion Review Period”)of the Property clear away and remove from the Property all constructional plant materials rubbish and temporary works of every kind used for or accumulated by reason of the carrying out of the construction of the Property and shall make good any damage caused by such clearance and removal to the Purchaser’s reasonable satisfaction. Section 7.4.3 Supplier 5.13.3 The Vendor shall provide System Owner with reasonable use its best endeavours to give to the Purchaser at least 14 days’ notice of the date and time times when the Architect proposes to make his inspections for the purpose of issuing the Certificate of Substantial Completion of the inspection Property and/or the Works, the Schedule of Defects and the Certificate of Completion of Making Good Defects and shall afford the Purchaser and / or review of its representative (if any) all reasonable facilities for accompanying the System by a Architect on such inspections and the Purchaser and / or its representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives make representations in regard thereto and the Independent Engineer present during Vendor shall procure that the Architect shall have due regard to any such inspection or review. If representations but subject thereto nothing herein shall ▇▇▇▇▇▇ the representative professional discretion of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that Architect to issue the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice certificate of Substantial Completion, System Owner shall, within the Substantial Schedule of Defects and the Certificate of Completion Review Period, of Making Good Defects (a) notify Supplier copies of its approval and (b) issue written notice which shall be provided to Supplier to complete the Work (the “Notice to Complete”Purchaser). Section 7.4.5 If System Owner or 5.13.4 The Architect shall be entitled to issue the Independent Engineer has a reasonable basis not to approve the Notice certificate of Substantial Completion because notwithstanding the requirements for Substantial Completion matters detailed on the Schedule of Defects aforesaid or that the planting and seeding of the landscaped areas on the Property have not been met, System Owner shall, within completed and the Substantial Completion Review Period, notify Supplier of its non-approval Vendor hereby undertakes to complete such planting and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work seeding as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved soon as reasonably possible in accordance with Article XIXthe Plans.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of “Substantial Completion, Supplier ” shall provide written occur upon notice (the “Notice from CHGE to Owner that CHGE has received evidence reasonably satisfactory to CHGE of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies satisfaction of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s following conditions. The Parties agree that review and approval of these conditions may occur on an incremental basis as such conditions are satisfied: Owner has entered into, and complied in all material respects with its obligations under, the Notice Interconnection Agreement; interconnection of Substantial Completion the Project has been completed in accordance with the Interconnection Agreement, including installation of all metering and telemetry equipment required to deliver the Product in accordance with the NYISO Tariff; the Interconnection Facilities are sufficient to enable delivery of the installed capacity of the Project up to the Contract Capacity; and the Commissioning Report within a reasonable time, but Interconnection Agreement remains in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion full force and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System effect; Owner shall have provided a certificate from an Independent and Actively Licensed New York State (NYS) Registered Professional Engineer that the right to have one or more representatives Project has been mechanically and electrically completed in all material respects, excepting items that do not adversely affect the Independent Engineer present during such inspection or review. If the representative ability of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary Project to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved Commercial Operation in accordance with Article XIXthe requirements of this Agreement; Owner has obtained all Permits necessary for Owner to perform its obligations under this Agreement and all such Permits are in final form and in full force and effect; Owner has obtained authority from FERC, pursuant to Section 205 of the Federal Power Act, 16 U.S.C. § 824d for wholesale sales of electric energy, capacity, and ancillary services at market-based rates (“Market-Based Rate Authority”); Owner is registered in NYISO as a market participant (as defined in the NYISO Tariff) for the Project; Owner has registered the Project in NYISO for use as a dispatchable energy storage resource operating in the NYISO Markets; Owner has completed all registrations with NERC (North American Electric Reliability Corporation) and NPCC (Northeast Power Coordinating Council) as applicable to Owner as the owner and operator of the Project; the NYSERDA Agreement shall be in full force and effect and Owner shall not be in breach or default of any of its obligations thereunder; Owner has delivered to CHGE all insurance documents required under Section 14.7 (Insurance) and all documented insurance shall be in full force and effect with all required premiums paid; the Project shall not be subject to any Encumbrances other than Permitted Encumbrances; Owner shall have delivered a final, comprehensive list of remaining tasks required for completion of the Project (“Punch List”) revised to reflect comments from CHGE on a draft Punch List provided by Owner; and Owner shall not be in default of any obligation under this Agreement.

Substantial Completion. The Facility or a system within the Facility ---------------------- shall be substantially complete when (i) construction of the Facility or of such system shall have been sufficiently completed in accordance with the Contract Documents and temporary occupancy permits have been issued, so COMPANY can occupy or utilize the Facility or such system for the use for which it is intended, (ii) all Construction Work (including Punch List items as described in Section 7.4.1 When Supplier believes that it has achieved 15.2.1, other than minor cosmetic matters which do not require the requirements shut -------------- down of Substantial Completionany system to correct) shall have been completed in accordance with the Contract Documents, Supplier (iii) CONTRACTOR shall provide have fully performed its obligations under Article 24 hereof, and (iv) the System Performance Test (as defined in ---------- Article 25) for such system shall have been completed pursuant to Article 25. ---------- ---------- CONTRACTOR shall give COMPANY written notice at least sixty (60) days prior to the “Notice dates when each system and each Construction Phase within the Facility and when the entire Facility shall have been substantially completed, except for conducting the System Performance Test for such system, and COMPANY'S Representative or Inspector shall inspect the Construction Work. If COMPANY'S Inspector confirms that the system within the Facility is ready for the System Performance Test, then the parties shall prepare for and conduct the System Performance Test. Substantial completion of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in any system within the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that Facility shall not have not been previously delivered. Section 7.4.2 Upon receipt occurred until after completion of the Notice System Performance Test for such system and after CONTRACTOR shall have fulfilled all of Substantial Completion, its obligations with respect to the System Owner shall promptly proceed Performance Test for such system. COMPANY agrees to obtain Independent Engineer’s review and approval of start the Notice of Substantial Completion and the Commissioning Report System Performance Test for each system within a reasonable timeperiod of time after CONTRACTOR turns such system over to COMPANY for testing, but in no event more than ten (10) Business Days following receipt except that if COMPANY is prevented from doing so by any cause or causes for which CONTRACTOR is responsible, then said reasonable period of the Notice of Substantial Completion and all accompanying documents or time shall be extended by such longer period of time as specified in the Construction Schedule (the “is attributable to such cause or causes. Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice completion of the date and time of the inspection or review Facility shall not have occurred until after completion of the System by a representative of Performance Tests for all systems constituting the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, Facility and System Owner after CONTRACTOR shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative fulfilled all of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, its obligations with respect to the extent applicable, schedule another inspection or review of System Performance Tests for all systems constituting the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedFacility. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved ‌ (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when ▇▇▇▇▇▇ considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together Seller shall certify the same to Buyer in writing (and, as provided in Section 7.5(a), shall include with copies such certification a copy of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completionits proposed Punchlist). Buyer shall, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following after receipt of such certification, either (i) confirm in writing to Seller that it agrees that the Notice Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all deficiencies in the Work or that served as the basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion and resubmit its certification of Substantial Completion to Buyer. For the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.3(b) and all accompanying documents or such longer period of time as specified in Buyer’s right to terminate this Agreement pursuant to Section 7.3(c), the Construction Schedule (the “Work shall be deemed to have achieved Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of on the date and time of the inspection or review of the System by Seller issues to Buyer a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner written certification that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements all conditions for Substantial Completion have not been met, System Owner shallunless Buyer disputes Seller’s certification of Substantial Completion as provided above. For all other purposes of this Agreement, the Work shall be deemed to have achieved Substantial Completion on the earlier of (A) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Substantial Completion and (B) unless Buyer provides Seller with a notice pursuant to clause (ii) above within ten (10) Business Days of receipt of a written certification from Seller that the Work has achieved Substantial Completion, the tenth (10th) Business Day after Seller issues Buyer a written certification that the Work has achieved Substantial Completion. (b) If Substantial Completion is not achieved on or prior to the Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages and the exclusive remedy of Buyer for Seller’s failure to achieve Substantial Completion on or prior to the Guaranteed Substantial Completion Date, [●] Dollars per day ($[●]/day)26 (“Delay Liquidated Damages”) for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date Seller achieves Substantial Completion, (ii) the date this Agreement is validly terminated, and (iii) the Substantial Completion Review Period, notify Supplier Termination Trigger Date. Nothing in this Section 7.3(b) shall limit Buyer’s rights or remedies with respect to any breach by or default of its non-approval Seller of any provision of this Agreement or any Ancillary Agreement. Seller and include a detailed explanation for Buyer agree that the basis thereof. Supplier shall promptly undertake such action or work as necessary failure of Seller to achieve Substantial Completion on or prior to the Guaranteed Substantial Completion Date shall not constitute, in and of itself, such requirements a breach or default. Seller and shall then issue another Notice ▇▇▇▇▇ also agree that: (A) it is 26 NTD: This amount will be $500/MW of nameplate capacity per day. difficult or impossible to determine with precision the amount of damages that would or might be incurred by Buyer as a result of the failure of Substantial Completion to System Owner stating be achieved on or prior to the Guaranteed Substantial Completion Date; (B) Buyer would be damaged by any failure of Seller to meet such obligations; (C) it would be impracticable or extremely difficult to fix the actual damages resulting therefrom; (D) any sums that Supplier believes would be payable under this Section 7.3(b) are (i) except for Buyer’s termination rights under this Agreement, Buyer’s sole and exclusive remedy for such failure and (ii) in the nature of liquidated damages, and not a penalty, and are fair and reasonable; (E) each payment represents a reasonable estimate of fair compensation for the damages that may reasonably be anticipated from such requirements have been achieved. Such procedure shall be repeated until failure; and (F) each of Seller and Buyer hereby irrevocably waives any right to claim to any court or arbitral tribunal or seek the adjustment of any such sums. (c) If Substantial Completion is achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationSubstantial Completion Termination Trigger Date, then such dispute Buyer shall be resolved in accordance with Article XIXentitled to terminate this Agreement by delivering a written notice to Seller (such notice, a “Substantial Completion Termination Notice”). The Substantial Completion Termination Notice shall designate a Termination Date, which shall be no earlier than the date such Substantial Completion Termination Notice is delivered by Buyer.

Substantial Completion. Section 7.4.1 When 6.3.1 On the date that the Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within Plant is ready for Commissioning, the Supplier shall deliver to the Buyer a reasonable time, but in no event more than ten Substantial Completion Certificate. Within five (105) Business Days following days of receipt of the Notice of Substantial Completion Certificate, the Buyer shall deliver its acceptance of the Substantial Completion Certificate or a notice to the Supplier rejecting the Substantial Completion Certificate. The Buyer shall not unreasonably withhold acceptance of the Substantial Completion Certificate and all accompanying documents shall specifically identify its reasons for rejection of the Substantial Completion Certificate. If the Supplier accepts the reasons for such rejection, it shall take corrective action and submit a new Substantial Completion Certificate to the Buyer for action in accordance with the procedures set forth in this clause. If the Supplier disagrees with the reasons for the rejection or if the Owner fails to act upon the Substantial Completion Certificate within the time period provided for herein (or such longer period of time as specified the Parties may mutually agree upon), the Supplier may refer the dispute to Fast Track Arbitration in accordance with clause 21.3. The Plant shall be considered ready for Commissioning as soon as the Construction Schedule (Owner has accepted and counter signed the “Substantial Completion Review Period”Certificate. The Substantial Completion certificate indicates that: 1) the Plant is in conformity with the Technical Specifications and Scope of Supply (subject to minor defects which will be the subject of a punch list); 2) the Plant is constructed according to the Supplier’s instructions and guidelines; and 3) the Plant can be started safely. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving 6.3.2 By declaring Substantial Completion, and System Owner the Supplier declares that the Plant is ready for Commissioning. Commissioning shall have be carried out at the right to have one or more representatives and Site by the Independent Engineer present during such inspection or review. If Buyer with the representative technical assistance of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that Performance Tests Advisor, such services to be the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review subject of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approveda separate contract. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier The Improvements shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required be deemed to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of substantially completed on the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule date (the “Substantial Completion Review PeriodDate”) 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”). Section 7.4.3 Supplier shall provide System Owner , and (ii) a certificate of compliance from the local governmental authorities having jurisdiction confirming that the Building complies with reasonable notice 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 date Improvements in order to commence Purchaser’s construction activities thereto, and time such incomplete work is included in the scope of the inspection or review 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 the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner Compliance”). Purchaser shall have the right to have one or more representatives be present during the determination of the Punchlist Items, and the Independent Engineer present during such inspection Punchlist Items shall be limited to minor items that do not affect the use, occupancy, or review. If the representative permitting of all or any portion of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, Improvements. Prior to the extent applicable, schedule another inspection or review expiration of the System. Such procedure Contingency Period, the parties shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner reasonably agree upon the Punchlist Items and the Independent Engineer approve amount of Funds (as defined in the Notice of Punchlist and Construction Escrow Agreement) to be escrowed pursuant to the Punchlist and Construction Escrow Agreement. As used herein, the terms “Substantial Completion, System Owner shall, within ” and “Substantially Complete” mean the Substantial Completion Review Period, (a) notify Supplier completion of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved Improvements in accordance with Article XIXthe previous sentence. The parties acknowledge and agree that: a Certificate of Compliance does not authorize occupancy of the Building and Improvements for their intended end-use, including without limitation the receipt, storage, shipping or stocking of inventory, or other commencement of business operations; that a certificate of occupancy or its equivalent (temporary or permanent) will be necessary for such occupancy; and that a certificate of occupancy will be conditioned upon Purchaser’s completion of the improvements Purchaser plans to make.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of “Substantial Completion, Supplier ” shall provide written occur upon notice (the “Notice from NYSEG to Owner that NYSEG has received evidence reasonably satisfactory to NYSEG of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies satisfaction of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s following conditions. The Parties agree that review and approval of these conditions may occur on an incremental basis as such conditions are satisfied: Owner has entered into, and complied in all material respects with its obligations under, the Notice Interconnection Agreement; interconnection of Substantial Completion the Project has been completed in accordance with the Interconnection Agreement, including installation of all metering and telemetry equipment required to deliver the Product in accordance with the NYISO Tariff; the Interconnection Facilities are sufficient to enable delivery of the installed capacity of the Project up to the Contract Capacity; and the Commissioning Report within a reasonable time, but Interconnection Agreement remains in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion full force and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System effect; Owner shall have provided a certificate from an Independent and Actively Licensed New York State (NYS) Registered Professional Engineer that the right to have one or more representatives Project has been mechanically and electrically completed in all material respects, excepting items that do not adversely affect the Independent Engineer present during such inspection or review. If the representative ability of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary Project to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved Commercial Operation in accordance with Article XIXthe requirements of this Agreement; Owner has obtained all Permits necessary for Owner to perform its obligations under this Agreement and all such Permits are in final form and in full force and effect; Owner has obtained authority from FERC, pursuant to Section 205 of the Federal Power Act, 16 U.S.C. § 824d for wholesale sales of electric energy, capacity, and ancillary services at market-based rates (“Market-Based Rate Authority”); Owner is registered in NYISO as a market participant (as defined in the NYISO Tariff) for the Project; Owner has registered the Project in NYISO for use as a dispatchable energy storage resource operating in the NYISO Markets; Owner has completed all registrations with NERC (North American Electric Reliability Corporation) and NPCC (Northeast Power Coordinating Council) as applicable to Owner as the owner and operator of the Project; the NYSERDA Agreement shall be in full force and effect and Owner shall not be in breach or default of any of its obligations thereunder; Owner has delivered to NYSEG all insurance documents required under Section 14.7 (Insurance) and all documented insurance shall be in full force and effect with all required premiums paid; the Project shall not be subject to any Encumbrances other than Permitted Encumbrances; Owner shall have delivered a final, comprehensive list of remaining tasks required for completion of the Project (“Punch List”) revised to reflect comments from NYSEG on a draft Punch List provided by Owner; and Owner shall not be in default of any obligation under this Agreement.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of The Tenant Improvements shall be deemed “Substantially Complete” (and “Substantial Completion, Supplier ” shall provide written notice be deemed to have occurred) upon the date upon which (i) construction of the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified Tenant Improvements in the definition Premises has been substantially completed pursuant to the Construction Documents, with the exception of Substantial Completion) that are required any minor punch list items and any Tenant fixtures, work-stations, built-in furniture, or equipment to be delivered to System Owner to meet installed by Tenant, and (ii) a temporary or permanent certificate of occupancy or other equivalent approval from the local governmental authority has been issued permitting occupancy of the Premises (such as sign off on the building inspection cards). If there shall be a delay in Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial CompletionTenant Improvements as a result of: (a) Tenant’s request for materials, System Owner shall promptly proceed finishes or installations other than those readily or reasonably available; (b) Tenant’s request to obtain Independent Engineerdeviate from the Building Standard Improvements; (c) Tenant’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified changes in the Space Plan or Construction Schedule Documents after approval by Landlord; (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall d) Tenant’s failure to timely perform any obligation or provide System Owner with reasonable notice any approval required of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, Tenant hereunder (except to the extent applicablesuch delay is caused by Landlord or Landlord’s agents, schedule another inspection employees or review contractors); or (e) Tenant’s failure to timely pay any Excess Costs; (each of the System. Such procedure foregoing, a “Tenant Delay”) then the Commencement Date of the Term of this Lease shall be repeated until the date that the Tenant Improvements would have been Substantially Complete but for such inspection Tenant Delay, as reasonably determined by Landlord. The Tenant Improvements shall be deemed Substantially Complete notwithstanding the fact that minor details of construction, mechanical adjustments or review has been satisfactorily completed decorations that do not materially interfere with Tenant’s use and approved. Section 7.4.4 If System Owner and enjoyment of the Independent Engineer approve the Notice of Premises remain to be performed (items normally referred to as “punch list” items). Landlord shall complete all such punch list items as soon as reasonably practicable after Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of (a) As used herein “Substantial Completion,” “Substantially Completed,” and any derivations thereof mean that (i) the Leasehold Improvements have been substantially completed in accordance with the Final CDs as determined by Architect, Supplier and (ii) Tenant can lawfully occupy the Premises for business purposes. Substantial Completion shall provide written notice have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments and other “punch-list” items remain to be completed. Tenant shall have the sole responsibility for obtaining any certificate of occupancy (or equivalent). When the “Notice Architect considers the Leasehold Improvements to be Substantially Completed, Tenant will notify Landlord and within five (5) business days thereafter, Landlord’s Representative and Tenant’s Representative shall conduct a walk-through of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completionthe Premises and identify any necessary touch-up work, together with copies of all documents (as identified in the definition of Substantial Completion) repairs and minor completion items that are required necessary for final completion of the Leasehold Improvements. Tenant shall use commercially reasonable efforts to be delivered cause the General Contractor performing the Leasehold Improvements to System Owner to meet complete all punch-list items within thirty (30) days after agreement thereon. The date upon which Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (is achieved will be the “Substantial Completion Review Period”Date” as that term is used in the Lease. NOTWITHSTANDING THE ABOVE, SUBSTANTIAL COMPLETION OF THE LEASEHOLD IMPROVEMENTS IS NOT A CONDITION TO THE COMMENCEMENT DATE OR TENANT’S OBLIGATION TO PAY RENT (OR TO PERFORM ANY OTHER OBLIGATIONS) UNDER THE LEASE). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete All of the Work (Leasehold Improvements will be owned by Landlord and will remain in the “Notice to Complete”). Section 7.4.5 If System Owner Premises at the expiration or the Independent Engineer has a reasonable basis not to approve the Notice early termination of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated this Lease unless otherwise agreed in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.writing by

Substantial Completion. Section 7.4.1 When Supplier believes that it (a) Except as provided in Paragraph 10(b) below, the Fifth Floor Expansion Space Leasehold Work shall be deemed to be substantially complete when the Fifth Floor Expansion Space Leasehold Work (except for punch list items and Long Lead Items (as hereinafter defined)) has achieved been completed in substantial conformity with the requirements Fifth Floor Expansion Space Leasehold Plans as evidenced by the Fifth Floor Expansion Space Leasehold Architect’s issuance of Substantial Completion, Supplier shall provide written notice a certificate of substantial completion (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required issuance thereof not to be delivered to System Owner to meet Substantial Completion unreasonably withheld) and issuance by the appropriate governmental authority(ies) of a certificate of occupancy for the Fifth Floor Expansion Space (or Landlord’s certification that all governmental inspections necessary for the issuance thereof have not been previously deliveredsuccessfully completed, and that an application therefor has been submitted). Section 7.4.2 Upon receipt of (b) Notwithstanding the Notice of Substantial Completionforegoing, System Owner if Landlord shall promptly proceed be delayed in completing the Fifth Floor Expansion Space Leasehold Work as a result of: (i) Tenant’s failure to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as comply with any deadline specified in this Exhibit or the Construction Schedule attached hereto as Schedule II, (ii) Tenant’s request for changes to the Fifth Floor Expansion Space Leasehold Plans subsequent to the date that such plans or construction documents were prepared and reviewed where such changes result in an actual delay as reasonably determined by Landlord and agreed to by the Fifth Floor Expansion Space Project Manager, (iii) Tenant’s failure to pay when due any portion of the Fifth Floor Expansion Space Tenant’s Expenses or any other sums payable by Tenant pursuant to this Exhibit, (iv) Tenant’s request for materials, finishes or installations as part of the Fifth Floor Expansion Space Leasehold Work which constitute Long Lead Items, (v) any delay in obtaining a building permit with respect to the Fifth Floor Expansion Space Leasehold Work caused by the act or omission of Tenant, or (vi) the performance (or failure thereof) of any work by any person or firm employed or retained by Tenant, then for purposes of determining the Fifth Floor Expansion Space Commencement Date, the work and materials to be provided by Landlord pursuant to this Exhibit shall be deemed to have been substantially completed on the date that they would have been substantially completed if such delay or delays (each of which is referred to herein as a “Substantial Completion Review PeriodTenant Delay”) had not occurred. Landlord agrees to use good faith reasonable efforts to counter the effect of any Tenant Delay, including but not limited to employing overtime labor, provided that Landlord shall notify Tenant in writing prior to incurring additional expenses of the estimated amount of such expenses and the amount, if any, by which Landlord anticipates such additional expenses to exceed the Fifth Floor Expansion Space Improvements Allowance; however, Landlord shall not be obligated to expend any additional amounts in such efforts (e.g., by employing overtime labor) unless Tenant agrees in advance to bear any incremental cost associated with such efforts (whether or not such efforts are ultimately successful). Section 7.4.3 Supplier (c) The term “Long Lead Item” shall provide System Owner with reasonable notice mean any item or material element of the date Fifth Floor Expansion Space Leasehold Work identified during the design or award process that, due to circumstances beyond the reasonable control of Landlord (including, without limitation, long lead times necessary for fabrication or delivery) will not be at the Fifth Floor Expansion Space in time to be completed and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, installed prior to the extent applicableanticipated occupancy date (i.e., schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial CompletionJanuary 1, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”2009). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved For the requirements of Substantial Completionpurposes hereof, Supplier the Landlord's Work shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required be deemed to be delivered to System Owner to meet Substantial Completion Substantially Complete on the date that have not (i) Landlord's Work, as defined in Paragraph B hereof, has been previously delivered. Section 7.4.2 Upon completed in a good and workmanlike manner except for minor items of work and adjustment of equipment and fixtures which can be completed within thirty (30) days after ▇▇▇▇▇▇▇▇'s receipt of a punch list from the Notice Tenant, without causing unreasonable interference with ▇▇▇▇▇▇'s use of Substantial Completionthe Premises (i.e., System Owner so-called "punch list" items) which "punch list" items (a) shall promptly be designated by Tenant and/or Tenant's Representative, in conjunction with ▇▇▇▇▇▇▇▇'s architect and/or Landlord's Representative, and (b) Landlord shall complete within thirty (30) days (except for any "Long Lead Time Items" as developed between Landlord's Representative and Tenant's Representative as attached hereto); and (ii) Tenant has received a Certificate of Occupancy (permanent or temporary) from the City of Nashua in connection with ▇▇▇▇▇▇▇▇'s Work. In the event a temporary Certificate of Occupancy is issued, ▇▇▇▇▇▇▇▇ agrees to diligently proceed to obtain Independent Engineer’s review and approval a permanent Certificate of Occupancy. If Landlord fails to (i) complete the Notice of Substantial Completion and the Commissioning Report punch list items within a reasonable time, but in no event more than ten thirty (1030) Business Days days following receipt of the Notice punch list from the Tenant or (ii) obtain a permanent Certificate of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule Occupancy within ninety (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility90) days, if required, for purposes of achieving Substantial Completion, and System Owner Tenant shall have the right to have one or more representatives and right, but not the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements andobligation, to complete such work at Landlord's cost and expense, and Tenant may deduct from Base Rent the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedcost thereof if Landlord does not reimburse Tenant on demand therefor. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents, including testing, approval by any applicable regulatory authority, and receipt of all the certificates of occupancy and other permits, approvals, licenses, and other documents from all governmental authorities that are necessary for the beneficial occupancy and use of the portion to be occupied or utilized such that the Work and the Project are functionally and legally usable by Owner for the purpose for which they are intended. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 7.4.1 9.8. § 9.8.2 When Supplier believes the Design-Builder considers that it has achieved the requirements Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected prior to final payment ("Punch List"). Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder’s list, the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner’s inspection discloses any item, whether or not included on the Design-Builder’s list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, Supplier complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall provide written notice (then submit a request for another inspection by the “Notice Owner to determine Substantial Completion. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design- Builder shall discuss and then determine the parties’ obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion”) to System Owner stating . § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will prepare for the Owner’s signature a Certificate of Substantial Completion that Supplier has achieved Substantial Completionshall, together with copies of all documents (as identified in upon the definition Owner’s signature, establish the date of Substantial Completion) that are ; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required to be delivered to System Owner to meet by the Design-Build Documents shall commence on the date of Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice . § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner’s acceptance, and consent of surety, if any, the Commissioning Report within a reasonable time, but Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in no event more than ten (10) Business Days following receipt accordance with the requirements of the Notice Design-Build Documents. § 9.8.7 The acceptance of Substantial Completion payment shall constitute a waiver of all claims by the Design- Builder and all accompanying documents or such longer period of the Architect, Consultant, subconsultant, Contractor, and subcontractors, except those previously made in writing and identified by the Design-Builder as unsettled at the time as specified in the Construction Schedule (Design-Builder submits the “Substantial Completion Review Period”)application for payment for substantial completion, and except for the retained sums due at final acceptance. Section 7.4.3 Supplier § 9.8.8 The Design-Builder shall provide System indemnify and hold the Owner with reasonable notice of harmless against any claims by the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host UtilityArchitect, if requiredConsultant, for purposes of achieving Substantial Completionsubconsultant, Contractor, and System subcontractors that are waived because they were not made in writing and identified by the Design-Builder as unsettled when the Design-Builder submitted the application for payment for substantial completion. § 9.8.9 The Owner shall have the right option to have one correct or more representatives complete any and all Punch List items not completed by the Design-Builder to the satisfaction of the Owner within ninety (90) days from the actual date of Substantial Completion for the Project by utilizing its own forces or by hiring others. The cost of such correction of remaining Punch List items by the Owner or others shall be deducted from the final payment to the Design-Builder. § 9.8.10 If the Design-Builder does not complete certain Punch List items within the required time period, all warranties and guarantees for such incomplete Punch List items shall become effective upon Design-Builder submitting to the Owner certification of the date such items were completed and approval by the Owner’s representative. The issuance of the certificate of Substantial Completion does not indicate final acceptance of the individual Project by the Owner, and the Independent Engineer present during such inspection or review. If Design-Builder is not relieved of any responsibility for the representative of individual Project except as specifically stated in the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice certificate of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved The Tenant Improvements and the requirements Base Building Work shall be deemed “Substantially Complete”, “Substantially Completed” or in a state of “Substantial Completion” when both: (a) Contractor and/or Landlord have obtained all sign-offs, Supplier shall provide written notice (inspections and approvals required by the “Notice District of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents Columbia (as identified in a sovereign entity, and not as a tenant under this Lease) and any other applicable governmental authorities for the definition issuance of Substantial Completioncertificate(s) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten occupancy (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if requiredwhich may, for purposes of achieving Substantial CompletionCompletion be a temporary certificate of occupancy provided that Landlord obtains a permanent certificate of occupancy within 90 days thereafter and such temporary certificate(s) of occupancy allow for the District’s unrestricted and uninterrupted occupancy of the Premises) covering the Premises and have delivered such certificate of occupancy to the District (issuance of such a temporary certificate of occupancy shall be deemed to be conclusive evidence that Landlord and Contractor have obtained all required sign-offs, inspections and approvals for achieving substantial completion provided that Landlord obtains permanent certificates of occupancy within 90 days thereafter); (b) the Project Architect and the Base Building Project Architect (if different) have certified (on a standard AIA Form) that the Tenant Improvements and the Base Building Work, respectively, have been completed substantially in accordance with the Final Plans and Specifications (as modified by the terms of this Work Exhibit), including the placement of furniture and equipment; and (c) the Parking Facility and all applicable Additional Parking Areas necessary to satisfy the parking requirements in this Lease as of the Rent Commencement Date, are complete, secured and Landlord has obtained all sign-offs, inspections and approvals required by the District of Columbia (as ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ a sovereign entity, and System Owner shall have not as a tenant under this Lease) and any other applicable governmental authorities to allow the right District to have one or more representatives use the Parking Spaces, and the Independent Engineer present during such inspection Base Building Project Architect or review. If other applicable architect or engineer engaged by Landlord has certified (on a standard AIA Form) that all site work undertaken by Landlord on the representative Land, including without limitation sidewalks, landscaping and exterior lighting have been completed, the foregoing (a), (b) and (c) subject to completion of punch list items that do not materially impair the ability of the applicable Governmental Authority District to occupy or Host Utility utilize the Premises, the Parking Facility or the Additional Parking Areas for the Permitted Use under this Lease (the “Punch List”). Within seven (7) Business Days after Landlord notifies Supplier the District that it has or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to will shortly achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner the District together with Landlord (if it elects) and Contractor shall make a final inspection of the Premises to ensure that the Tenant Improvements are Substantially Complete. At such time, Landlord shall cause to be prepared a Punch List by the District, Landlord (if it elects), the Base Building Architect or the Project Architect, as applicable, and Contractor, and Landlord shall cause such Punch List to be delivered by the Project Architect to Landlord and the District. Landlord’s contract with Contractor shall, : (i) provide that the Contractor shall complete all Punch List items within the Substantial Completion Review Period, (a) notify Supplier 30 Business Days of its approval receipt thereof provided that Landlord shall have up to 120 days to complete items identified on the Punch List as “long lead time” items provided that the Punch List includes an explanation as to why additional time is required for such items, and (bii) issue contain a warranty as to Latent Defects, which shall provide in substance that the Contractor shall promptly commence and diligently proceed to correct any Latent Defects in the Tenant Improvements or the Base Building Work upon receipt of the District’s written notice to Supplier Landlord of a Latent Defect, provided such notice is delivered to complete Landlord within 12 months after the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice date of Substantial Completion because of the requirements for Tenant Improvements. As used herein, the term “Latent Defect”, shall mean a defect in the construction of the Tenant Improvements or the Base Building Work that could not have reasonably been discovered prior to the District taking possession of the Premises by a commercially reasonable inspection of the Premises performed by a reasonably prudent architect or engineer exercising a professionally reasonable level of due diligence in such inspection. No later than 30 calendar days following Substantial Completion have not been metof the Tenant Improvements, System Owner shallLandlord shall deliver to the District (x) any and all manuals, within the Substantial Completion Review Periodbooklets, notify Supplier of its specification sheets, and manufacturer’s warranty information that accompanied any and all non-approval construction element items that are a part of the Tenant Improvements, and include a detailed explanation (y) as-built plans for any buildings or other structures, including for parking or vehicle maintenance, that constitute Base Building Work or Tenant Improvements in “Revit”. In the basis thereof. Supplier shall promptly undertake event any Punch List item remains incomplete or outstanding after 30 Business Days or 120 days, as applicable pursuant to the foregoing, then for each day following such action applicable period that any Punch List item remains incomplete or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure outstanding, the District shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated entitled to an abatement of Annual Rental in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXan amount equal to $2,000 per day.

Substantial Completion. Section 7.4.1 When Supplier believes that it has Except for Tenant Extensions, the Initial Improvements and the Expansion Space, as the case may be, shall be deemed to be "Substantially Complete" or be deemed to have achieved the requirements of "Substantial Completion" on the date on which: (i) the improvements in question are completed in compliance with all applicable laws (except as provided in Section 2.3 hereof) and in conformity in all material respects with the Final Plans (or the Expansion Plans, Supplier as the case may be); and (ii) when the Village (or other governmental authority having jurisdiction) has issued a certificate of occupancy (or other consent to or approval of Tenant's use and occupancy as may be necessary) of the Initial Improvements (or Expansion Space). In the event of any disagreement between Landlord and Tenant on the issue of whether Substantial Completion has been achieved under clause (i) above, Tenant and the Initial Architect shall provide written notice appoint an independent third party architect (the “Notice of Substantial Completion”"Independent Architect") to System Owner stating that Supplier has achieved Substantial Completionmake such determination and the decision of the Independent Architect shall be binding on the parties. The issuance of a certificate of occupancy (or other consent or approval, together with copies as aforesaid, if necessary) by the Village (or other governmental authority having jurisdiction) which is temporary or conditional on the subsequent completion of all documents weather-sensitive work, if any, or completion of minor Punch List Items (as identified defined in Section 2.9) which do not interfere with Tenant's use and occupancy of the definition Demised Premises, shall nevertheless fulfill the requirement of Substantial Completionclause (ii) that are required to be delivered to System Owner to meet above. In the instance of the occurrence of Tenant Extensions, Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial CompletionInitial Improvements (or the Expansion Space, System Owner if applicable) shall promptly proceed to obtain Independent Engineer’s review be the date on which the improvements in question would have been completed in compliance with all applicable Laws (except as provided in Section 2.3 hereof) and approval of in conformity in all material respects with the Notice of Substantial Completion Final Plans (or the Expansion Plans, if applicable) and the Commissioning Report within Village (or other governmental authority having jurisdiction) would have issued a reasonable timecertificate of occupancy (or other consent or approval, as aforesaid, as may be necessary), but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice occurrence of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXa Tenant Extension.

Substantial Completion. Section 7.4.1 When Supplier believes “Substantially Completed” or “Substantial Completion” means that it (i) Landlord has achieved completed the Base Building/Site Work in accordance with the Final Building and Site Plans and the Finish Work in accordance with the 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 Tenant or Tenant’s Visitors that are preventing Landlord from obtaining the permanent certificate of occupancy. 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 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, Supplier shall provide written . If the Tenant Delay is ongoing at the time of Landlord’s notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt Tenant advising Tenant of the Notice Tenant Delay, Landlord shall notify Tenant of Substantial Completion, System Owner shall promptly proceed to obtain Independent EngineerLandlord’s review and approval good faith estimate of the Notice impact such Tenant Delay had or will have on the Abatement Date, Holdover Rent Date, Termination Outside Date and date of Substantial Completion and the Commissioning Report within a reasonable timeperiod 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 give Tenant notice thereof advising Tenant that Landlord believes that Substantial Completion will occur within thirty (30) to sixty (60) days. If Landlord requests prior to Substantial Completion (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 Section 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 more later than ten sixty (1060) Business Days following receipt 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 other adverse weather) complete the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in Punch List Items. If there is any Base Building/Site Work and/or Finish Work that is not completed at the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review preparation of the System by a representative initial list of the applicable Governmental Authority or Host UtilityPunch List Items, if required, for purposes of achieving Substantial Completion, and System Owner Tenant shall have the right right, within forty five (45) days after the completion of such work, to have one or more representatives request that Landlord inspect such work with Tenant. Within thirty (30) days after receipt of such request, Landlord and the Independent Engineer present during Tenant shall inspect such inspection or reviewwork and jointly prepare a supplemental list of Punch List Items. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier Landlord shall promptly take such action as necessary to achieve such requirements and, to (but in no event later than sixty (60) days after the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review list has been satisfactorily completed agreed upon, subject to Excusable Delay and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice except for elements of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (alandscaping or other work that are delayed on account of cold or other adverse weather) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”)supplemental Punch List Items. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier Landlord shall provide give Tenant at least twenty (20) days prior written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date that Landlord reasonably anticipates that the Landlord Work and time 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” shall occur upon the completion of the inspection or review last of the System by a representative following to occur: (i) the completion of construction of the applicable Governmental Authority Landlord Work and the Tenant Improvements substantially pursuant to the Approved Working Drawings for such Tenant Improvements (each as reasonably determined by Landlordand Architect), with the exception of any punch list items which do not impair Tenant’s ability to occupy the Premises for their contemplated use, (ii) the acquisition of a certificate of occupancy or Host Utilityits legal equivalent allowing occupancy of the Premises (a “Sign Off”), if required(iii) all base building systems are operational and fully-commissioned except to the extent effected by the Tenant Improvements, for purposes which commissioning shall be part of achieving Substantial Completionthe punchlist described below, (iv) delivery of the Premises to Tenant, and System Owner shall have (v) delivery of a certificate of substantial completion from the right to have one or more representatives and Architect confirming the Independent Engineer present during such inspection or reviewmatters set forth in the foregoing clause (i). If In the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner event that the requirements for achieving Substantial Completion have Sign Off is not been achieveda final certificate of occupancy, then Supplier Landlord shall promptly take such action as diligently prosecute the work necessary to achieve a full certificate of occupancy and use commercially reasonable efforts to obtain such requirements and, to the extent applicable, schedule another inspection or review full certificate of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of occupancy as soon as reasonably practicable following Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. The Landlord shall notify the Tenant when “Substantial Completion” (as defined in Section 7.4.1 When Supplier believes 1.1) has occurred. Any such notice delivered to the Tenant pursuant to the preceding sentence (a “Substantial Completion Notice”) shall (a) specify the date the Landlord claims to be the date on which Substantial Completion, as the case may be, occurred, (b) with respect to that it has achieved portion of the requirements Landlord’s Work and Tenant Improvements delivered, set forth the Landlord’s position regarding the respective responsibilities of the Landlord and the Tenant for security, maintenance, heat, utilities, damage to such work and insurance, (c) with respect to that portion of the Landlord’s Work and Tenant Improvements delivered, set forth a list of items remaining to be completed or corrected in connection with such, and (d) specify the date or dates by which each of the remaining items referred to in clause (c) above shall be completed or corrected, not to exceed thirty (30) calendar days from the date of Substantial Completion (unless the punchlist item involves a long lead time item in which case such work shall be completed within ten (10) days after receipt of such long lead item, but in any event within ninety (90) calendar days of Substantial Completion. Should Landlord fail to complete or correct any such items within the timeframe set forth above, Tenant may, upon ten (10) calendar days written notice to Landlord, make such correction and have the option, at the sole discretion of the Tenant, to deduct said amount as an offset against Rent due by Tenant or to accept such amount in cash from the Landlord. If the Tenant shall agree with the date of Substantial Completion, Supplier as the case may be, specified in such Substantial Completion Notice, the Tenant shall provide confirm such date in a written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon the Landlord within five (5) business days from receipt of the Notice Substantial Completion Notice. If the Tenant shall disagree with the date of Substantial Completion, System Owner as the case may be, specified in such Substantial Completion Notice, the Tenant shall promptly proceed to obtain Independent Engineerso notify the Landlord within such five (5) business day period, setting forth with reasonable specificity the Tenant’s review and approval basis for asserting that one or more of the Notice criteria for Substantial Completion, as the case may be, have not been satisfied. The Landlord and Tenant shall then work together for a period of ten (10) calendar days in an effort to resolve their differences with respect to Substantial Completion. Should Landlord and Tenant be unable to resolve their disputes regarding Substantial Completion, the dispute shall be resolved by the appropriate court of jurisdiction in Hillsborough County, Florida. Tenant’s obligation to pay Rent shall commence on the date of Substantial Completion specified in the Substantial Completion Notice, regardless of whether Tenant disagrees with the date of Substantial Completion and elects to follow the Commissioning Report within a reasonable time, but procedure set forth in no event more than ten this subjection (10d) Business Days following receipt of to resolve the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”)disagreement. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes The terms “Substantial Completion of Additional Expansion Premises” or “Substantially Completed” shall mean that it has achieved state of completion of the requirements Additional Expansion Work which will, except for any improvements or work to be performed by Tenant, allow Tenant to utilize the Additional Expansion Premises for its intended purpose without material interference to the customary business activities of Tenant by reason of the completion of any work being performed by Landlord, provided Substantial Completion, Supplier shall provide written notice Completion of the Additional Expansion Premises cannot occur unless there is available to the Additional Expansion Premises: (the “Notice 1) reasonable quantities of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are those utility services required to be delivered furnished by Landlord under the terms of the 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 System Owner to meet the Additional Expansion Premises. Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice Additional Expansion Premises shall be deemed to have occurred notwithstanding that minor or insubstantial details of Substantial Completionconstruction, System Owner shall promptly proceed decoration or mechanical adjustment remain to obtain Independent Engineer’s review and approval of be performed. Landlord presently anticipates that the Notice date of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice Additional Expansion Premises will be on or about the ninetieth (90th) day after the date on which Landlord receives of all permits necessary to complete the Expansion Work. The term “Date of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the Additional Expansion Premises” shall mean the earlier of (i) the date and time of on which the inspection Additional Expansion Work is Substantially Completed or review of (ii) the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner date that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Additional Expansion Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements would have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXSubstantially Completed but for any Additional Expansion Premises Tenant Delay.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Substantial Completion" shall occur when the requirements Improvements are substantially completed as certified by the architect preparing the Shell Plans utilizing AIA document G704. Certificate of Substantial Completion, Supplier and Landlord has obtained all requisite governmental approvals relating to substantial completion such that Tenant may lawfully occupy the Building. Substantial Completion shall provide written notice (the “Notice have occurred even though minor details of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completionconstruction, together with copies of all documents (as identified in the definition of Substantial Completion) that are required decoration, landscaping, and mechanical adjustments remain to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of completed by Landlord. When the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice Certificate of Substantial Completion is issued, Landlord and the Commissioning Report architect shall prepare a punch list of incomplete, minor, detail items and Landlord shall use all reasonable efforts to complete such items within a reasonable time, but in no event more than ten thirty (1030) Business Days following receipt of days after the Notice Certificate of Substantial Completion and all accompanying documents or is issued, except as to such items that, by their nature, will take a longer period of time to complete as specified set forth in the Construction Schedule (punch list. "Force Majeure Delay Days" means the “number of days of delay for Substantial Completion Review Period”). Section 7.4.3 Supplier 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 provide System Owner with reasonable notice of 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 time notwithstanding the provisions of Section 2.3(c) hereof setting forth certain review and response periods with respect to the inspection or review of the System by a representative of the applicable Governmental Authority or Host UtilityInterior Drawings, if requiredTenant for any reason fails to deliver to Landlord, on or before Friday, January 9, 1998, preliminary plans for the Interior Improvements ("Tenant's Preliminary Plans") in form reasonably satisfactory for Landlord to prepare (or cause its architect to prepare) the Interior Drawings, each day after January 9, 1998, for which ▇▇▇▇▇▇ fails to furnish Tenant's Preliminary Plans to Landlord shall be a Tenant Delay Day for purposes of achieving Substantial Completion, and System Owner shall have determining the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements Term Commencement Date hereunder; if Tenant for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not any reason fails to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved Landlord's initial Interior Drawings (prepared in accordance with Article XIXTenant's Preliminary Plans) within five (5) business days after the date Landlord delivers such initial Interior Drawings to Tenant, each day after such fifth day until Tenant finally approves the Interior Drawings shall be a Tenant Delay Day for purposes of determining the Term Commencement Date hereunder; and if Tenant at any time after submission of ▇▇▇▇▇▇'s Preliminary Plans to Landlord changes any item with respect to the Tenant's Preliminary Plans, the number of days of delay caused thereby shall constitute Tenant Delay Days for purposes of determining the Term Commencement Date hereunder.

Substantial Completion. Section 7.4.1 When Supplier believes 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 it has achieved do not materially and adversely affect Tenant’s use and occupancy of the requirements 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 ▇▇▇▇) permitting occupancy of the original Premises; and (iii) the issuance by the Original Premises Architect of a “Certificate of Substantial Completion, Supplier shall provide written notice ” certifying that the Original Premises Tenant Improvements have been substantially completed in accordance with the Original Premises Approved Working Drawings. Within five (5) days after the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice date of Substantial Completion of the Original Premises Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Commissioning Report within original Premises and identify the punch-list items of the Original Premises Tenant Improvements and jointly prepare a reasonable timewritten list of such punch-list items. Landlord shall cause the Original Premises Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, but however, that in no event more than ten (10) Business Days following receipt shall the completion or non-completion of such punch-list items have any effect on the Notice 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 original Premises, the exercise by Tenant of Substantial Completion and its rights under Section 6.1 below and/or otherwise caused by Tenant, all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure which shall be repeated until such inspection or review has been satisfactorily completed and approvedrepaired by Tenant at Tenant’s cost. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes (a) The Landlord’s Work shall be deemed substantially complete on the first day as of which Landlord’s Work has been completed and Landlord has received a permanent or temporary certificate of occupancy (provided that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition event Landlord obtains a temporary certificate of Substantial Completion) that are occupancy, Landlord shall satisfy all conditions required to obtain a permanent certificate of occupancy as promptly as reasonably possible), except for (a) items of work (and, if applicable, adjustment of equipment and fixtures) which can be delivered to System Owner to meet Substantial Completion that have not completed after occupancy has been previously delivered. Section 7.4.2 Upon receipt taken without causing undue interference with ▇▇▇▇▇▇’s use of the Notice Premises (i.e. so-called “punch list” items), and (b) items which, in accordance with good construction practice, should be performed after the performance of Substantial Completion, System Owner shall promptly proceed any tenant improvement work to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten be performed by Tenant (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (date is hereinafter called the “Substantial Completion Review PeriodDate”). ; provided, however, that if substantial completion of Landlord’s Work is delayed as a result of any Tenant Delays described in Section 7.4.3 Supplier 5 below of this Exhibit D, then the Substantial Completion Date shall provide System Owner with be the date that Landlord’s Work would have been substantially completed but for such Tenant Delays. Subject to Tenant Delays and Force Majeure, Landlord will exercise commercially reasonable notice efforts to complete the “punch list” items as soon as conditions reasonably permit, and Tenant shall afford Landlord access to the Premises for such purposes. Landlord and Tenant shall, within three (3) days following the date Landlord informs Tenant that the Landlord’s Work is substantially complete, jointly inspect the Premises and agree upon the punch list. As of the date of this Lease, the estimated Substantial Completion Date is on or before July 1, 2009. (b) Notwithstanding the foregoing, (x) if the Landlord’s Work is not Substantially Complete by September 1, 2009, as extended on account of Force Majeure or Tenant Delay (“First Outside Date”), then Tenant shall be entitled to a one-day Base Rent credit against the Base Rent due under this Lease for each day after the First Outside Date until the earlier of (i) the date on which the Landlord’s Work is Substantially Complete, or (ii) November 1, 2009, as extended on account of Force Majeure or Tenant Delay (“Final Outside Date”); and time of (y) if the inspection or review of Landlord’s Work is not Substantially Complete by the System by a representative of the applicable Governmental Authority or Host UtilityFinal Outside Date, if required, for purposes of achieving Substantial Completion, and System Owner then Tenant shall have the right option to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue terminate this Lease by delivering written notice to Supplier Landlord of such termination by the earlier of (i) the Business Day immediately preceding the date on which the Landlord’s Work is Substantially Complete, or (ii) the date which is thirty (30) days after the Final Outside Date; provided, however, that if Tenant is entitled to complete terminate this Lease after the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis Final Outside Date but elects not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notificationdo so, then no further rent abatements will accrue from and after such dispute shall be resolved in accordance with Article XIXFinal Outside Date.

Substantial Completion. Section 7.4.1 When Supplier believes Landlord shall diligently proceed with the construction of Landlord's Work and shall, subject to Force Majeure events and Tenant Delay, use commercially reasonable efforts to achieve Substantial Completion thereof on or before the Target Lease Commencement Date. (i) Subject to Force Majeure events and Tenant Delay, if Landlord fails to achieve Substantial Completion of Landlord's Work on or prior to the date that it has achieved is forty-five (45) days after the requirements Target Lease Commencement Date (the "Rent Abatement Commencement Date"), Tenant's obligation to pay Rent for the Premises shall be abated one (1) day for each day after the Rent Abatement Commencement Date through the thirtieth (30th) day thereafter and then increase to two (2) days of rent abatement for each day after the 30th day from the Rent Abatement Commencement Date until Landlord achieves Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner . Tenant shall have the right to have one or more representatives inspect Landlord's Work to confirm completion pursuant to the approved plans so long as (i) Tenant provides Landlord with reasonable prior notice of such inspection, and (ii) such inspections do not interfere with the Independent Engineer present during such inspection or review. If the representative performance of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Landlord's Work. (ii) Subject to Force Majeure events and Tenant Delay, if Landlord does not achieve Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, on or prior to the extent applicabledate that is one hundred fifty (150) days after the Target Lease Commencement Date (the "Outside Completion Date"), schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue Tenant may terminate this Lease by delivering written notice to Supplier to complete the Work Landlord (the “Notice "Termination Notice") within fifteen (15) days following the expiration of the Outside Completion Date and prior to Complete”the date upon which Landlord achieves Substantial Completion. Such termination shall be effective as of the date of Tenant's termination notice, subject to the remainder of this Section 5.01(d)(ii). Section 7.4.5 . If System Owner or Tenant fails to timely give the Independent Engineer has a reasonable basis not Termination Notice, Tenant shall be deemed to approve have waived its right to terminate this Lease, time being of the Notice essence with respect thereto. Notwithstanding the foregoing, if upon the receipt of the Termination Notice, Landlord reasonably believes it can achieve Substantial Completion because of Landlord's Work within forty-five (45) days following the requirements for receipt of such Termination Notice, Landlord may, in its sole discretion, elect to proceed with such work and, provided Landlord achieves Substantial Completion have not been metwithin such 45-day period, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary Tenant's election to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure terminate shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXnull and void.

Substantial Completion. 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof which the Owner agrees to accept separately is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 7.4.1 9.8. 9.8.1.1 For Substantial Completion of the Work or designated portion thereof to be achieved, the Owner also must have received applicable temporary or final certificate of occupancy and all other governmental approvals necessary and required for the Owner to occupy or utilize the Work or designated portion for its intended purpose. The requirement shall be deemed satisfied if all construction, submittals and other performance by the Contractor required for issuance of the certificate of occupancy and other approvals have been completed but the certificate and approvals have not been issued solely because of factors beyond the reasonable control of the Contractor. 9.8.2 When Supplier believes the Contractor considers that it has achieved the requirements Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Owner a comprehensive punch list of items to be completed or corrected prior to final payment. 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 Contract Documents. 9.8.3 Upon receipt of the Contractor’s punch list, the Owner shall make an observation to determine whether the Work or designated portion which the Owner agrees to accept separately is substantially complete. If the Owner’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, Supplier complete or correct such item upon notification by the Owner. In such case, the Contractor shall then submit a request for another observation by the Owner to determine Substantial Completion. 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, unless the Contract Documents otherwise provide written notice (for property insurance following Substantial Completion, the “Notice Owner and Contractor shall discuss and then determine the parties’ obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion. 9.8.5 When the Work or designated portion thereof is substantially complete, together with copies the Contractor will prepare for the Owner’s signature a Certificate of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of shall, upon the Notice of Substantial CompletionOwner’s signature, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of establish the Notice date of Substantial Completion and fix the Commissioning Report time within a reasonable time, but in no event more than ten (10) Business Days following receipt of which the Notice Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion and all accompanying documents of the Work or such longer period of time as specified designated portion thereof unless otherwise provided in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice Certificate of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice 9.8.6 The Certificate of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes submitted by the reasons stated in System Contractor to the Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier At such time as Seller in good faith believes that it has achieved the requirements of Substantial CompletionPerimeter Improvements have been Substantially Completed, Supplier Seller shall provide written notice deliver to Buyer the following items with respect to the Perimeter Improvements: (i) a certificate from the current architect for the Perimeter Improvements (the “Notice of Substantial CompletionPerimeter Architect”) certifying to System Owner stating Buyer that Supplier has achieved Substantial Completionthe Perimeter Improvements have been substantially completed on AIA Form G704, together with copies subject to Punch-List Items; (ii) a temporary certificate of occupancy and all documents other certificates, licenses, consents and approvals required for the use and operation of the Perimeter Improvements, issued by the appropriate governmental authorities (other than a final certificate of occupancy); (iii) an executed “Letter of Understanding” attached as identified Exhibit “C” to the Channeladvisor Lease; (iv) to the extent available (unless such unavailability is the result of defects in the definition of Substantial CompletionPerimeter Improvements or deviations thereof from the Perimeter Plans and Specifications), a certification or acknowledgement from the applicable engineer or engineers for the Perimeter Improvements stating that, in regard to the material/controls inspections and based on the material/controls inspection reports (the “Controls Inspection Reports”), the Perimeter Improvements have been Substantially Completed in accordance with the Perimeter Plans and Specifications; and (v) lien releases and lien waivers evidencing that are required all work performed and materials supplied for the Perimeter Improvements has been paid to be delivered to System Owner to meet Substantial date (collectively, the “Preliminary Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than Items”). Within ten (10) Business Days following receipt days after Seller has delivered to Buyer all of the Notice of Substantial Preliminary Completion Items, Seller, Buyer, Buyer’s agents and all accompanying documents or such longer period of time as specified in representatives, the Construction Schedule Perimeter Architect and an architect selected by Buyer (the “Substantial Completion Review PeriodBuyer Architect”). Section 7.4.3 Supplier ) shall provide System Owner with reasonable notice conduct a final walk through of Perimeter Four and the Perimeter Improvements to assess the status of completion of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work Perimeter Improvements (the “Notice to CompleteWalk-Through”). Section 7.4.5 If System Owner or . During such walk-through of the Independent Engineer has Property, Seller and Buyer (acting in good faith and in a commercially reasonable basis not to approve manner) shall list any Punch-List Items (as defined below). “Substantial Completion” and “Substantially Completed”, as applicable, shall mean (i) all of the Notice of Substantial Preliminary Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements Items have been achieved. Such procedure delivered to Buyer, (ii) the Buyer Architect shall be repeated until Substantial Completion is achieved. If Supplier disputes have confirmed to Buyer that the reasons stated in System Owner’s notificationPerimeter Improvements have been substantially completed, then such dispute shall be resolved subject to Punch-List Items, and (iii) construction of the Perimeter Improvements has been completed in accordance with Article XIXSection 14.32(a) of this Agreement, subject only to Punch-List Items that (A) are estimated by the Perimeter Architect and the Buyer Architect to cost less than $500,000.00 in the aggregate to complete and correct, and (B) do not, individually or collectively, (x) have an adverse effect on the operation of Perimeter Four or the occupancy of any Tenant therein or (y) result in any offset against or reduction of rent payable to Buyer under the Leases. Seller shall achieve Substantial Completion no later than December 31, 2015, subject to Force Majeure Delays (as defined below). Buyer shall be solely responsible for the fees and costs of the Buyer Architect, and Seller shall have no responsibility therefor.

Substantial Completion. (A) Subject to any prevention, delay or stoppage due to Landlord’s Force Majeure (as hereinafter defined) or attributable to any Tenant Delays, Landlord shall use reasonable speed and diligence in the construction of the Landlord’s Work so as to have the same Substantially Completed (as hereinafter defined) on or before the Estimated Commencement Date as set forth in Section 7.4.1 When Supplier believes 1.2 of the Lease, but Tenant shall have no claim against Landlord for failure to complete construction of the Landlord’s Work except as expressly set forth in Section 1.4 below. Notwithstanding the foregoing, it is understood and agreed that, subject to any prevention, delay or stoppage due to Landlord’s Force Majeure or attributable to any Tenant Delays, Landlord shall complete certain components of the Tenant Improvement Work in accordance with the following schedule so that Tenant may commence construction of its dry rooms located on the first (1st) and second (2nd) floors of the Building substantially as shown on Exhibit B-6 attached hereto (it being understood and agreed that the exact dimensions of said dry rooms will not be finalized until the Interim Plans have been prepared) prior to Substantial Completion of the Landlord Work: 1st Floor December 1, 2010 · Utilities brought to within five (5) feet of perimeter of room. · Underground utilities (drainage) stubbed through floor. · Trenching/repair for underground utilities 2nd Floor December 1, 2010 · Utilities brought to within five (5) feet of perimeter of room. 1st and 2nd Floors January 1, 2011 · Final connections made to rooftop units. · Final connections made between dry room “boxes” and stubbed utilities. Any delay by Landlord in completing the foregoing items of work by the applicable Interim Completion Date set forth above (except to the extent such delay is caused by Landlord’s Force Majeure or Tenant Delays) shall be deemed to delay the Commencement Date and the Substantial Completion Date (even if the Landlord’s Work has achieved otherwise been Substantially Completed by such time) if and solely to the requirements extent that such delay causes an actual delay in Tenant’s ability to begin its commissioning and start-up activity within the dry rooms as shown on Exhibit B-6 on or before February 1, 2011. In order to invoke the provisions of this paragraph, ▇▇▇▇▇▇ must advise Landlord in writing within two (2) business days after ▇▇▇▇▇▇ becomes aware of any delay in Tenant’s ability to complete its work on the dry room caused by ▇▇▇▇▇▇▇▇’s failure to complete the foregoing items of work by the applicable Interim Completion Date set forth above. (B) The “Actual Substantial Completion Date” shall be defined as the date on which the Landlord’s Work has been Substantially Completed. “Substantial Completion” and “Substantially Completed” shall each mean the date on which the Landlord’s Work has been completed except for so-called “punch-list” items of work and adjustment of equipment and fixtures the incompleteness of which do not cause material interference with ▇▇▇▇▇▇’s use of the Premises for the Permitted Uses. After Substantial Completion, Supplier Landlord shall provide written notice proceed diligently to complete all “punch-list” items within thirty (30) days after the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice occurrence of Substantial Completion and (except for long-lead items or items which can only be performed during certain seasons or weather, which items shall be completed diligently as soon as the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”season and/or weather permits). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of “Substantial Completion” or “Substantially Complete” means that, Supplier Landlord’s Work has been sufficiently completed, as certified by Landlord’s general contractor or architect, such that the Premises is suitable for, and may be legally used for its intended purpose (which shall provide written notice (the “Notice include, if required by applicable law, obtaining a final certificate of Substantial Completion”) to System Owner stating occupancy), notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required remain to be delivered performed and that does not materially impact Tenant’s ability to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of use the Notice of Substantial Completion, System Owner Expansion Premises for the intended use (“Punch List Items”). Landlord shall complete all Punch List Items promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable timefollowing notice thereof from Tenant, but in no event more later than ten thirty (1030) Business Days days’ 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 two (2) weeks after the Expansion 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. Landlord will use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before the date that is eight (8) weeks following receipt the Effective Date of this Second Amendment. If there is a delay in the Substantial Completion of the Notice Landlord’s Work for any reason neither Landlord, nor the managing or leasing agent of Substantial Completion and all accompanying documents the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such longer period delay, nor shall the Lease be affected in any way except that the Expansion Date shall not occur until Landlord’s Work is Substantially Complete. Notwithstanding the foregoing or any language of time the Lease to the contrary, if Landlord’s Work is delayed by a Tenant Delay (as specified in defined below) then Tenant shall begin paying Rent as required under the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice Lease as of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, Expansion Date would have occurred but for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedTenant Delay. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved As used herein the requirements of Substantial Completionterm SUBSTANTIALLY COMPLETE or SUBSTANTIALLY COMPLETED means that, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition opinion of Substantial CompletionSeller's architect, each of the following shall have occurred: (i) the Improvements have been completed substantially in accordance with the Plans, subject only to the completion of punch- list items, none of which may materially affect Purchaser's intended use and enjoyment of the Improvements or the Land and all of which will be completed within thirty (30) days after the date of the walk-through inspection, as provided below, and (ii) the Improvements have been completed as necessary for the applicable governmental authority to issue a certificate of occupancy for the Improvements allowing Purchaser to occupy the Improvements, and (iii) all utilities required for Purchaser's operations of the Improvements are in place and operational to the Improvements, including gas, electricity, water, sanitary sewer, and telephone. Seller will notify Purchaser of the date that Seller's architect expects the Improvements to be substantially complete, such notice not to be dated more than forty-five (45) or less than thirty (30) days prior to the date that is set forth in such notice for the Improvements to be substantially complete. Upon receipt of notification from Seller's architect that the Improvements are required substantially complete, Purchaser shall verbally notify Seller of the date Purchaser intends to make its walk-through inspection of the Improvements to determine punch-list items, such date to be within five (5) days after Purchaser's receipt of such notice. Seller's architect will accompany Purchaser on the walk-through inspection so as to mutually determine the punch-list of items to be completed or repaired by Seller. Satisfaction of punch-list items or Purchaser's failure to conduct a walk-through inspection will not delay the Closing. At Closing, 150% of the amount which, in the reasonable opinion of Seller's architect, is necessary to complete the punch-list of items remaining to be completed as determined pursuant to this subparagraph will be held back from the funds delivered to Seller and held in escrow by the Title Company. This amount will be delivered to System Owner to meet Substantial Completion that Seller at such time as the punch-list items have not been previously delivered. Section 7.4.2 Upon receipt completed. Seller will inform Purchaser of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System amount determined by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as Seller's architect necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (punch-list items, and Purchaser may reasonably object to same. Nonetheless, Seller will be responsible for paying the “Notice to Complete”)entire cost of completing the punch-list items, even if such costs exceed the 150% holdback. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes The term “Substantial Completion” shall mean (and the Landlord’s Work shall be deemed “Substantially Complete”) when (i) Landlord’s architect in consultation with the Architect (as defined in the Work Letter) mutually agree that it the construction of the Landlord’s Work has achieved been completed in accordance with the requirements set forth in Schedule 1 attached to the Work Letter and (ii) the Building Systems are in good operating order and condition. Substantial Completion shall be deemed to have occurred notwithstanding a requirement to complete “punchlist” or similar corrective work. As used in this Section, the term “punchlist” shall mean finishing details, decorative items, minor omissions, mechanical adjustments and similar items of Substantial Completion, Supplier shall provide written notice (the “Notice type customarily found on an architectural punchlist that will not materially interfere with Tenant’s use or occupancy of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies the Premises. No portion of all documents (as identified in the definition of Substantial Completion) that are required any work to be delivered to System Owner to meet Substantial Completion that have performed by Tenant shall be taken into account in determining whether or not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent EngineerLandlord’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or reviewWork is Substantially Complete. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achievedDate for Landlord’s Work is delayed as a consequence of a Tenant Delay, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier Date for Landlord’s Work shall be advanced in time by the number of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within days that the Substantial Completion Review Period, notify Supplier of its non-approval and include Landlord’s Work is actually delayed as a detailed explanation consequence of the Tenant Delay. Landlord shall have no liability for any delay of the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Date of Landlord’s Work beyond the Anticipated Completion is achieved. If Supplier disputes the reasons stated Date for Landlord’s Work, except as expressly provided in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXSection 2.3 below.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of The Tenant Improvements shall be deemed “Substantially Complete” (and “Substantial Completion, Supplier ” shall provide written notice be deemed to have occurred) upon the date upon which (i) construction of the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified Tenant Improvements in the definition Premises has been substantially completed pursuant to the Construction Documents, with the exception of Substantial Completionany minor punch list items (which punch list items shall be approved by Tenant) that are required and any Tenant fixtures, work-stations, built-in furniture, or equipment to be delivered installed by Tenant, (ii) a temporary or permanent certificate of occupancy or other equivalent approval from the local governmental authority has been issued permitting occupancy of the Premises (such as sign off on the building inspection cards or a “safe to System Owner occupy” approval) for the Permitted Use (excluding any Tenant-required validation of Tenant’s facilities), (iii) Tenant has access to meet the Premises from the parking facilities and has access and use of the parking facilities, and (iv) all building systems serving the Premises are complete and Landlord is providing service to the Premises in accordance with the Lease. If there shall be a delay in Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial CompletionTenant Improvements as a result of: (a) Tenant’s request for materials, System Owner shall promptly proceed finishes or installations other than those readily available; (b) Tenant’s request to obtain Independent Engineerdeviate from the Finish Options; (c) Tenant’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified changes in the Construction Schedule Documents after approval by Tenant; (d) Tenant’s failure to timely perform any obligation or provide any approval required of Tenant hereunder; (e) Tenant’s failure to timely pay any Excess Costs; or (f) any negligent or willful act or omission of Tenant or any Tenant Party; (each of the foregoing, a “Substantial Completion Review PeriodTenant Delay”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice , then the Commencement Date of the Term of this Lease shall be the date that the Tenant Improvements would have been Substantially Complete but for such Tenant Delay, as reasonably determined by Landlord. The Tenant Improvements shall be deemed Substantially Complete notwithstanding the fact that minor details of construction, mechanical adjustments or decorations that do not materially interfere with Tenant’s use and time enjoyment of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right Premises remain to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action be performed (items normally referred to as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”punch list” items). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes “Substantial Completion” of construction of the Second Expansion Improvements shall be defined as the date upon which the Space Planner or other consultant engaged by Landlord determines that it has achieved the requirements Second Expansion Improvements have been substantially completed except for Punch List items (defined below), unless the completion of such improvements was delayed due to any Tenant Delay (defined below), in which case the date of Substantial CompletionCompletion shall be the date such improvements would have been completed, Supplier but for the Tenant Delays. The term “Punch List” items shall provide written notice (mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant’s use of the Second Expansion Premises. After the completion of the Second Expansion Improvements, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of improvements performed on the Second Expansion Premises. The term “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial CompletionTenant Delay” shall include, together with copies of all documents (as identified without limitation, any delay in the definition completion of Substantial Completionconstruction of Second Expansion Improvements resulting from (i) that are Tenant’s failure to comply with the provisions of this Work Letter, (ii) any additional time as reasonably determined by Landlord required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt for ordering, receiving, fabricating and/or installing items or materials or other components of the Notice construction of Substantial CompletionSecond Expansion Improvements, System Owner shall promptly proceed to obtain Independent Engineerincluding, without limitation, mill work, (iii) delay in work caused by submission by Tenant of a request for any change order (defined below) following Tenant’s review and approval of the Notice Final Plans, or for the implementation of Substantial Completion any change order, or (iv) any delay by Tenant in timely submitting comments or approvals to the Temporary Plans or Final Plans. The failure of Tenant to take possession of or to occupy the Second Expansion Premises (or any portion thereof) shall not serve to relieve Tenant of obligations arising on the Second Expansion Commencement Date or delay the payment of rent or other sums payable by Tenant under and as set forth in the Commissioning Report within a reasonable timeLease. BROKERAGE SERVICES Office Buildings July 21, but in no event more than ten (10) Business Days following receipt 2006 CBRE CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ T ▇▇▇ ▇▇▇ ▇▇▇▇ F ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President Office Buildings/Corporate Services ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Eschelon Telecom, Inc. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Phil: On behalf of the Notice Parkside office building, we would like to thank you for your patience over the last few months as we have worked through the sale of Substantial Completion the building. Eschelon Telecom is a valued tenant of the Parkside Tower and all accompanying documents or such longer period we are excited about the prospect of time as specified expanding their presence in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utilitybuilding. Landlord: Parkside Salt Lake Corporation Tenant: Eschelon Telecom, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.Inc.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when Seller considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together with copies of all documents (as identified Seller shall certify that the Work has achieved Substantial Completion by delivering a certificate substantially in the definition form of Substantial Completion) that are required to be delivered to System Owner to meet Exhibit Y (the “Substantial Completion that have not been previously delivered. Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.4.2 Upon receipt of the Notice of Substantial Completion7.6(a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of include with such Substantial Completion and the Commissioning Report within Certificate a reasonable timecopy of its proposed Punchlist. Buyer shall, but in no event more than on or before ten (10) Business Days following after receipt of such Substantial Completion Certificate provided in accordance with the Notice requirements of this Agreement, either (i) confirm in writing to Seller that it agrees that the Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all accompanying documents or such longer period of time as specified deficiencies in the Construction Schedule (Work or that served as the “basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion Review Period”and resubmit its Substantial Completion Certificate to Buyer. For all purposes of this Agreement, the Work shall be deemed to have achieved Substantial Completion on the earlier of (A) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Substantial Completion and (B) if on or before ten (10) Business Days after receipt of a Substantial Completion Certificate provided in accordance with the requirements of this Agreement, Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to clause (ii) above, the tenth (10th) Business Day after receipt of such Substantial Completion Certificate; provided, however, that, for the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.4(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.4(c), the Work shall be deemed to have achieved Substantial Completion on (1) if Buyer does not dispute Seller’s Substantial Completion Certificate as provided above, the date Seller issues to Buyer such Substantial Completion Certificate, or (2) if Buyer disputes Seller’s Substantial Completion Certificate as provided above and, without resolving Buyer’s objections and resubmitting its Substantial Completion Certificate, Seller disputes Buyer’s objections, then the later of (x) the date Seller issued to Buyer such Substantial Completion Certificate or (y) the date that, according to the final resolution of the Dispute (whether by agreement of the Parties or Expert determination pursuant to Section 26.10(b)), is determined to be the date as of which all conditions to Substantial Completion were, and continued to be, satisfied. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationGuaranteed Substantial Completion Date, then such dispute Seller shall be resolved in accordance with Article XIX.pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)45 for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date Seller achieves Substantial Completion,

Substantial Completion. “Substantial Completion” or “Substantially Completed” as used herein shall mean both (i) delivery of a factually correct written notice to Tenant of the completion of construction of the Tenant Improvements in the Premises substantially in accordance with the approved T.I. Plans and Specifications with the exception of minor details of construction installation, decoration, or mechanical adjustments and punchlist items, which items will not materially interfere with Tenant’s use of any portion of the Premises for the use set forth in Section 7.4.1 When Supplier believes 5.1 of this Lease, such notice to be in substantially the form of Attachment “A” hereto, (ii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or equivalent), a temporary certificate of occupancy (or equivalent) or other equivalent authorization, or Tenant has occupied and obtained the beneficial use of the Premises, and (iii) the Premises is vacant and broom clean. Substantial Completion shall be deemed to have occurred notwithstanding the requirement to complete “punchlist” items or similar minor corrective work. Tenant agrees that it has achieved if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any of the requirements events described herein (or elsewhere in the Lease) as a “Tenant Delay,” then such delay shall be the responsibility of Tenant. In any such event, Substantial Completion shall be deemed to have occurred the earlier of: (a) the date of Substantial Completion or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be required to work on an overtime basis. For the purposes of this Work Letter, a “Tenant Delay” is defined as any delay that actually delays Substantial Completion and directly results from: (1) Tenant’s failure to comply with any time frames set forth herein or in the Lease, (2) any changes in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant’s approval of such stage, including, without limitation, any Change Order or changes made to reduce the Preliminary Pricing Plan or the Estimated Construction Cost, (3) Tenant’s failure to furnish any documents required herein or approve any item or any cost estimates, the Preliminary Pricing Plan, the Estimated Construction Costs or any Change Orders, as required, and within the time frame set forth herein, (4) Tenant’s request for materials, finishes, or installations other than Landlord’s Building Standard items that Landlord previously informed Tenant would delay Substantial Completion and which actually do delay Substantial Completion, Supplier shall provide written notice (5) Tenant’s failure to timely perform any act or obligation imposed on Tenant by the “Notice Lease or this Work Letter as and when requested thereunder or hereunder, (6) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of Substantial Completion”occupancy (or equivalent); or (7) any other delay otherwise caused by Tenant, its officers, directors, owners, agents, invitees, permittees, employees or contractors which operates to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet delay Landlord’s Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial CompletionTenant Improvements, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”)reasonably determined by Landlord. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Sublandlord shall use reasonable efforts to cause Sublandlord’s Work to be Substantially Completed (as defined in Section 7.4.1 When Supplier believes that it has achieved 3(B) of the requirements of Substantial CompletionSublease), Supplier shall provide written notice subject to delays caused by Force Majeure (as defined below) and Subtenant Delays (as defined in Paragraph 6 below), on or before March 15, 2016 (the “Notice of Anticipated Substantial CompletionCompletion Date”) to System Owner stating that Supplier has achieved ). If Sublandlord’s Work is not Substantially Completed on or before the Anticipated Substantial Completion, together with copies of all documents Completion Date (as identified extended), the Sublease shall remain in full force and effect; provided: (i) The Sublease Term Commencement Date shall not occur until Sublandlord’s Work is Substantially Completed, except as set forth in Section 6 with respect to a Subtenant Delay, (ii) If Sublandlord does not deliver the Subleased Premises to Subtenant in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of Delivery Condition with the Notice of Substantial CompletionSublandlord Work Substantially Completed by April 15, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule 2016 (the “Substantial Completion Review PeriodFirst Outside Date”) and such failure to so deliver is not the result of Force Majeure or Subtenant Delay, then for each day thereafter until such time as the Subleased Premises are delivered to Subtenant in the Delivery Condition with the Sublandlord’s Work Substantially Completed, Subtenant shall receive a rent credit equal to one day’s Base Rent at the highest rental rate payable during the first Lease Year and after the initial ninety (90) days thereof which reflects a reduced rental rate; and (iii) In the event that Sublandlord does not deliver the Subleased Premises to Subtenant in the Delivery Condition with the Sublandlord’s Work Substantially Completed by July 12, 2016 (the “Final Outside Date”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner such failure to so deliver is not the result of Force Majeure (but the extension on account of Force Majeure shall not exceed 30 days) or Subtenant Delay, then Subtenant shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue terminate this Sublease by written notice to Supplier Sublandlord at any time after the Final Outside Date but prior to complete the date that Sublandlord actually Substantially Completes the Sublandlord’s Work (and delivers the “Notice to Complete”)Premises in the Delivery Condition. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes Landlord will notify Tenant when the Tenant Improvements are Substantially Complete. Following Substantial Completion, representatives of Landlord and Tenant, together with the Tenant Architect as appropriate, shall conduct an on-site inspection of the Tenant Improvements (“Punch List Inspection”), and acting reasonably and in good faith shall prepare a list of “punch-list items” which shall consist of the items that it has achieved have not been, but should have been, finished or furnished prior to such date or which do not conform to the requirements Working Drawings. Landlord shall give Tenant five (5) days’ prior written notice before such inspection occurs. A “punchlist” of all the deficiencies in the TI Work shall be prepared and Landlord and Tenant shall use reasonable efforts to prepare the punchlist within 30 days following notice of Substantial Completion. /s/ BH /s/ MB The Punch List Inspection may occur in one meeting or separate meetings upon completion of the Tenant Improvements on each floor. No punch-list item shall exceed the scope, Supplier shall provide written notice (the “Notice quality or quantity of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (Tenant Improvements as identified set forth in the definition Working Drawings. Landlord shall complete and furnish all punch-list items as soon thereafter as is reasonably practicable with the exercise of Substantial Completionreasonable diligence. The cost thereof shall be included in the cost of the Tenant Improvements. If Tenant does not so provide Landlord with a punchlist prior to occupying the Premises, Tenant shall be deemed to have accepted the Premises and the Tenant Improvements in their then present condition, except for latent defects not reasonably discoverable upon an inspection of the Premises (which latent defects are subject to the warranties described in Paragraph 16 below). The existence of minor punchlist items shall not postpone the Commencement Date of the Lease or result in a delay or abatement of Tenant’s obligation to pay rent or give rise to a damage claim against Landlord. Landlord agrees to complete all punchlist items which are Landlord’s or the Contractor’s responsibility within forty five (45) that days after receiving the final punchlist (or longer if reasonably necessary so long as Landlord and Contractor are required pursuing completion diligently and continuously through completion.) Landlord’s and Tenant’s obligations to be delivered to System Owner to meet achieve Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion by any particular date and the Commissioning Report within a reasonable timeparties obligations generally shall be subject to any acts of God, but in no event more than ten acts of civil emergency or military authorities, fires, floods, unusual and unanticipated adverse weather conditions, earthquakes, strikes or labor disturbances not caused by the party benefited by the delay, civil commotion, or war (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review PeriodForce Majeure”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.