Common use of Substantial Completion Clause in Contracts

Substantial Completion. (i) The Concessionaire shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (i) The Concessionaire Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the Department “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 with written notice present during such inspection or review. If the representative of anticipated the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion at least 21 days prior have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the anticipated Substantial Completion Dateextent applicable, schedule another inspection or review of the System. During Such procedure shall be repeated until such 21-day period, the Concessionaire, inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer and approve the Department shall meetNotice of Substantial Completion, confer and exchange information on a regular basis with System Owner shall, within the goal being the Department’s orderly, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In additionReview 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 conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and promptly undertake such other matters action or work as may be necessary to determine whether 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 and, not later than five days following achieved. If Supplier disputes the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificatereasons stated in System Owner’s notification, 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 13.03Article XIX. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (i) The Concessionaire Gateway Substantial Completion shall provide have occurred, the Department Borrower and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior shall have certified to such effect to the anticipated Substantial Completion Date. During such 21-day periodAdministrative Agent, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Projecthave certified that, to its knowledge, the final design and construction documentsLoan Parties have sufficient funds available to achieve Gateway Final Completion, and such other matters as may be necessary to determine whether (ii) Diablo Substantial Completion is achieved has occurred (and, not later than five days following if applicable, the expiration of such 21-day periodDiablo Expansion Substantial Completion has occurred, shall deliver a written report of findings and, if the EPC Option has been exercised, the Diablo Project Substantial Completion has occurred), the Borrower and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct shall have certified to such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificate, then the Department shall provide a written notice effect to the Concessionaire specifying its reasons for such disapprovalAdministrative Agent, and the Concessionaire Independent Engineer shall have a reasonable opportunity certified that, to correct its knowledge, the defects or deficiencies in Loan Parties have sufficient funds available to achieve Diablo Final Completion; provided that Gateway Substantial Completion and Diablo Substantial Completion (and, if applicable, the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Diablo Expansion Substantial Completion, such dispute shall be resolved in accordance with the 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 noticeand, if the delay 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 or Diablo Project Substantial Completion, as applicable, have occurred under the relevant EPC Contract except for any conditions precedent relating to the failure of the applicable EPC Contractor to pay liquidated damages, any other similar Dispute (as such term is defined in the applicable EPC Contract) and any reasonably related Disputes or failures by the relevant EPC Contractor to satisfy an applicable condition precedent in connection with such Dispute(s) (including any failure by the applicable EPC Contractor to deliver to the relevant Project Company any waiver or release of liens, a punch list 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 a result occurred or (2) the Borrower has caused an amount equal to the Borrower’s good faith, reasonable estimate of a Concessionaire Party action or inactionsuch Project Company’s reasonably anticipated liability in connection with such Dispute(s) (after giving effect to all potential offsets, then retainage, counterclaims and any other amounts payable to such delay shall constitute a Compensation EventProject Company by such EPC Contractor) to be on deposit in the Construction Account on the Term Conversion Date, and the Concessionaire shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Independent Engineer shall have no further obligations certified that, to its knowledge, such deposited amount (or amount of available unused equity commitments under the Equity Contribution Agreement) is reasonably expected to be sufficient to make payment of such Project Company’s reasonably anticipated liability in connection with respect such Dispute(s) (after giving effect to the New Lanes except as required all potential offsets, retainage, counterclaims and any other amounts payable to satisfy the conditions to Final Acceptance as provided in Section 7.13(b) and as required such Project Company 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesEPC Contractor).

Substantial Completion. (i) The Concessionaire shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer Department shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.157.14(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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (i) The Concessionaire Suite 750 Improvements shall provide be deemed substantially complete when all work called for by the Department Drawings has been finished and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior Premises (including Suite 750) is ready to the anticipated be used and occupied by Tenant, even though minor items may remain to be installed, finished or corrected (“Substantial Completion Date” or the “Date of Substantial Completion”). During such 21-day periodTenant 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 substantial completion of Suite 750 Improvements, the Concessionairestatement of Landlord’s construction manager shall be conclusive. Substantial completion shall have occurred notwithstanding punch list items. Promptly after the Substantial Completion Date, the Independent Engineer and parties will execute an instrument in the Department shall meetform attached hereto as Exhibit C, confer and exchange information on a regular basis with setting forth the goal being the Department’s orderlySuite 750 Commencement Date, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, so that said date is certain and such other matters as may be necessary to determine whether Substantial Completion is achieved and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15instrument, 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 Route 495 HOT Lanes in Virginia Project)executed, (A) the Department shall issue is hereby made 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 systemthis 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, and HOWEVER, TO THE EXTENT THE SUBSTANTIAL COMPLETION DATE DOES NOT OCCUR WITHIN NINETY (D90) 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(bDAYS 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 (120) and as required by Sections 7.19DAYS FOLLOWING THE DELIVERY DATE, 8.07THEN IN ADDITION TO THE EXTENSION OF THE RENT SUITE 750 COMMENCEMENT DATE, 14.01 and 14.03; provided, that solely for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(iiTENANT SHALL ALSO BE ENTITLED TO ONE (1) and (iii) and (b) shall be changed to reference the New LanesADDITIONAL DAY OF ABATED BASE RENT FOR EACH DAY THAT THE LANDLORD DELAY CAUSES THE SUBSTANTIAL COMPLETION DATE TO EXTEND BEYOND SUCH DATE.

Substantial Completion. (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify that the Work has achieved Substantial Completion by delivering a certificate substantially in the form of Exhibit Y (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, on or before ten (10) Business Days after receipt of such Substantial Completion Certificate provided in accordance with the requirements of this Agreement, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If notify Seller in writing that it does not agree that the Department disapproves the issuance of a Work has achieved Substantial Completion Certificateand 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, then the Department Seller shall provide a written notice to the Concessionaire specifying its reasons for such disapproval, address and the Concessionaire shall have a reasonable opportunity to correct the defects or 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 Substantial Completion Certificate to which Buyer. For all purposes of this Agreement, the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute Work shall be resolved deemed to have achieved Substantial Completion on the earlier of (A) the date Buyer confirms in accordance with writing to Seller that it agrees the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice to the Department Work has achieved Substantial Completion and (B) if the Department has not approved on or disapproved the issuance before ten (10) Business Days after receipt of a Substantial Completion Certificate within 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 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)55 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,

Substantial Completion. (ia) The Concessionaire shall provide will achieve Substantial Completion on or before the Guaranteed Substantial Completion Date, subject to adjustment in accordance with this Agreement; provided that failure to achieve Substantial Completion by the Guaranteed Substantial Completion Date, in and of itself, will not result in a default under Section 19.01, except as set forth in Section 19.01(e). (b) The Department and the Independent Engineer with will issue a written notice certificate of anticipated Substantial Completion at least 21 days prior to the anticipated such time as Substantial Completion Dateoccurs. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves approves the issuance of a Substantial Completion Certificate, then the Department shall will provide with its Substantial Completion Certificate a written notice Punch List of items to be completed to achieve Final Acceptance. (c) Substantial Completion will have been achieved when each of the Concessionaire specifying its reasons following conditions have occurred for such disapprovalthe entire Project Assets: (i) all lanes of traffic (including ramps, interchanges, overpasses, underpasses, and the Concessionaire shall have a reasonable opportunity to correct the defects or deficiencies other crossings) set forth in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspectConstruction Documentation are in their final configuration and available for normal and safe use and operation; (ii) all major safety features are installed and functional, review including, as required, shoulders, guard rails, striping and investigate the corrective work. If the Department delineations, concrete traffic barriers, bridge railings, cable safety systems, metal beam guard fences, safety end treatments, terminal anchor sections and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved crash attenuators; (iii) all required illumination for normal and safe use and operation is installed and functional in accordance with the dispute resolution procedures set forth Technical Requirements; (iv) all required signs and signals for normal and safe use and operation are installed and functional in Section 17.06. The Concessionaire shall provide notice to accordance with the Department if Technical Requirements; (v) the Department need for temporary traffic controls or for lane closures at any time has not approved or disapproved the issuance of a Substantial Completion Certificate within such 21-day periodceased (except for any then required for routine maintenance, and if the Department has not notified 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 of such approval or disapproval within 15 days after such Concessionaire notice, if has completed the delay is not a result of a Concessionaire Party action or inaction, then such delay shall constitute a Compensation Eventtoll commissioning process described in the Technical Requirements, and the Concessionaire shall be entitled 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 Concessionaire DamagesE-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, pursuant to Sections 13.02 ) and 13.03.safety features for TMS components are installed and functional; and (iiiviii) Subject to Section 7.15, when the requirements for Substantial Completion have been achieved with respect to Concessionaire has otherwise completed the New Lanes in their entirety Work in accordance with this Section (without regard to Agreement, including the status of the remainder of the Route 495 HOT Lanes in Virginia 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 systemTechnical Requirements, and (D) with the Concessionaire shall have no further obligations with respect 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 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesPunch List items.

Substantial Completion. The Tenant Improvements shall be deemed to be “Substantially Completed” on the date that (i) The Concessionaire 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 been issued by the proper governmental authority. Landlord shall provide give Tenant at least 30 days prior notice (written or oral) of Landlord’s reasonable estimate of the Department and the Independent Engineer with written notice date of anticipated Substantial Completion at least 21 of the Tenant Improvements. Tenant shall schedule with Landlord a mutually acceptable date, which will not be later than 3 business days prior to after the anticipated date of Substantial Completion Date. During such 21(but in no event earlier than the Landlord’s estimated date of Substantial Completion), for a walk-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an through inspection of the Route 495 HOT Lanes in Virginia ProjectLeased Premises. In such walk-through, the final design Landlord and construction documentsTenant will mutually and reasonably agree upon a punch list, and subject to Tenant Delay, Landlord will use reasonable efforts to cause such other matters as may punch list work to be necessary completed within 30 days after such walk-through. Landlord hereby warrants to determine whether Tenant, which warranty shall survive for one year following the date of Substantial Completion is achieved andof the Tenant Improvements, not later than five days following that (a) the expiration materials and equipment furnished by Landlord and Landlord’s contractors in the completion of the Tenant Improvements will be of good quality and new, and (b) such materials and equipment and the work of such 21-day periodcontractors 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 deliver a written report of findings use diligent and recommendations good faith efforts to cause the Department 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 the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 disapprovalTenant Delay, 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 jointly with the Independent Engineer or independently inspectprovided that Landlord, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite using good faith efforts, agree as 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 Substantial Completioncause the Tenant Improvements for the Fifth Floor Premises to be Substantially Completed on or before December 1, such dispute shall be resolved in accordance with 2018, (the 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 “Fifth Floor Substantial Completion Certificate within such 21-day periodDate”), 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 Tenant shall be entitled to Concessionaire Damagesa 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 anythe Tenant Improvements for the Leased Premises are not Substantially Completed on or before April 1, pursuant to Sections 13.02 and 13.03. 2019 (iii) Subject to Section 7.15, when the requirements for Substantial “Outside 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 Route 495 HOT Lanes in Virginia ProjectDate”), (A) then Tenant shall have the Department one-time right by not later than 10 days after the Outside Completion Date to terminate this lease by delivering written notice to Landlord, which notice shall issue a Substantial Completion Certificate for the New Lanesbe hand delivered to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, (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▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., and (D) upon hand delivery of such termination notice to said address, this lease shall be deemed null and void and the Concessionaire parties shall have no further rights or obligations with respect hereunder, except those that specifically survive the expiration or earlier termination of this lease. Landlord and Tenant acknowledge and agree that Tenant’s damages as a result of Landlord’s failure to cause the New Lanes except as required Tenant Improvements for the Fifth Floor Premises to satisfy be Substantially Completed by not later than the conditions Fifth Floor Substantial Completion Date or the Fourth Floor Premises to Final Acceptance as provided in Section 7.13(b) and as required be Substantially Completed by Sections 7.19, 8.07, 14.01 and 14.03; providednot later than the Fourth Floor Substantial Completion Date are difficult to ascertain, that solely such amounts set forth above are a reasonable pre-estimate of Tenant’s probable loss as a result thereof and that such damages constitute reasonable liquidated damages for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) Tenant’s loss and (iii) and (b) shall be changed to reference the New Lanesnot a penalty.

Substantial Completion. 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 Concessionaire shall provide the Department and the Independent Engineer with written notice date of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In additionWork, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves remaining items of Work that have to be completed before Final Completion (omissions of an item from the issuance list shall not be a waiver of a the right to have such items of Work done or an admission that it was done), (iii) provisions (to the 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, except as may otherwise be noted in the 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 verify the Plant has achieved Substantial Completion Certificatewith permanent equipment installed in operating condition and order required under the Contract, and verify the additional Work necessary to complete before Final Completion and to develop a mutually-agreeable Punch List. Owner shall give notice of objection to the claim of Substantial Completion within seven (7) days of the joint inspection date. Owner shall, within seven calendar days after the inspection deliver to ▇▇▇▇▇▇ Mechanical its proposed Punch List signed by Owner’s Representative. Such Punch List shall clearly designate which items, if any, need to be completed in order to reach Final Completion. ▇▇▇▇▇▇ Mechanical shall within six (6) calendar days of receipt of the Punch List ▇▇▇▇ the list to show ▇▇▇▇▇▇ Mechanical’s disagreement, if any, with any of the items listed by Owner, and return a copy of the list so marked and signed by ▇▇▇▇▇▇ Mechanical to Owner. In the 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 Department matter to disputes resolution under Section 17 below. 7.3.2 Upon achieving Substantial Completion, Hams Mechanical shall provide a written notice proceed to complete the Concessionaire specifying its reasons Work and 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 such disapprovalthe periods required by Exhibit D. Upon achieving Substantial Completion, Owner shall release to ▇▇▇▇▇▇ Mechanical 90% of the Retainage, and the Concessionaire remaining 10% of the Retainage shall have a 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 opportunity to correct the defects value of all remaining or deficiencies incomplete items of Work as noted in the Work Certificate of Substantial Completion or as previously documented in writing. 7.3.3 At Substantial Completion, care, custody and control of the Plant, shall pass to which the Department’s disapproval relatesOwner. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as Subsequent to Substantial Completion, such dispute Owner will permit ▇▇▇▇▇▇ Mechanical access to the Plant, subject only to restrictions as necessary for 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 resolved in accordance with solely-responsible for providing property insurance coverage of the dispute resolution procedures 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 17.06. The Concessionaire shall provide notice 7.3.1 above, (ii) ▇▇▇▇▇▇ Mechanical and Owner have obtained the consent of their sureties and insurers, and to the Department if extent applicable, the Department has not approved or disapproved appropriate government authorities having jurisdiction over the issuance of a Substantial Completion Certificate within such 21-day periodPlant, 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference Owner’s use or occupancy will not significantly interfere with ▇▇▇▇▇▇ Mechanical’s completion of the New Lanesremaining Work.

Substantial Completion. (i) The Concessionaire Tenant Improvements shall provide be deemed substantially complete when all work called for by the Department Drawings has been finished and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior Premises is ready to the anticipated be used and occupied by Tenant, even though minor items may remain to be installed, finished or corrected (“Substantial Completion Date” or the “Date of Substantial Completion”). During such 21-day periodTenant shall cause the contractors to diligently complete any items of work not completed when the Premises are substantially complete. In the event of any dispute as to substantial completion of Tenant Improvements, the Concessionairestatement of Landlord’s construction manager shall be conclusive. Substantial completion shall have occurred notwithstanding punch list items. Promptly after the Substantial Completion Date, the Independent Engineer and parties will execute an instrument in the Department shall meet, confer and exchange information on a regular basis with form attached hereto as Exhibit C-2 setting forth the goal being the Department’s orderly, timely inspection and review Commencement Date of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In additionLease, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, so that said date is certain and such other matters as may be necessary to determine whether Substantial Completion is achieved and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15instrument, 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 Route 495 HOT Lanes in Virginia Project)executed, (A) the Department shall issue is hereby made 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 systemthis Lease and incorporated herein by reference. NO DELAY IN THE SUBSTANTIAL COMPLETION DATE SHALL CAUSE THE RENT COMMENCEMENT DATE TO BE DELAYED; PROVIDED, and HOWEVER, TO THE EXTENT THE SUBSTANTIAL COMPLETION DATE DOES NOT OCCUR BY MAY 1, 2015, AND SUCH DELAY IS DUE TO A LANDLORD DELAY, THEN THE RENT 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 JUNE 1, 2015, THEN IN ADDITION TO THE EXTENSION OF THE RENT COMMENCEMENT DATE, TENANT SHALL ALSO BE ENTITLED TO ONE (D1) 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 7.19ADDITIONAL DAY OF ABATED BASE RENT FOR EACH DAY THAT THE LANDLORD DELAY CAUSES THE SUBSTANTIAL COMPLETION DATE TO EXTEND BEYOND JUNE 1, 8.07, 14.01 and 14.03; provided, that solely for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes2015.

Substantial Completion. The term “Substantial Completion” shall mean that (i) The Concessionaire the Premises shall provide be in a state of completion which will, except for any improvements or work to be performed by Tenant, allow Tenant to utilize the Department 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 “F” attached hereto and (ii) Landlord has received a temporary or permanent Occupancy Permit (as defined below), if required, provided that the Independent Engineer with written notice foregoing will not be construed to relieve Tenant of anticipated the obligation to install all Tenant Work (as defined in Exhibit “F”), and to perform all other installations of furniture, fixtures and equipment in the course of taking occupancy and moving into the Premises, properly if and to the extent applicable governmental authorities require that such construction and other installations be completed prior to conducting final inspections or issuing a final inspection certificate, certificate of occupancy, or its equivalent (any of the foregoing, an “Occupancy Permit”) for the Premises (and Substantial Completion at least 21 days prior shall nevertheless be deemed to have occurred if Landlord has completed the Tenant Improvements (as defined in Exhibit “F”) to the anticipated 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). The Premises shall be deemed substantially complete even though minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the non-completion of which does not materially interfere with Tenant’s use of the Premises or the conduct of its business therein. Landlord will use commercially reasonable efforts to cause Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion is achieved and, occur not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. one hundred twenty (ii120) 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 date 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 13.03this Lease. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (i) The Concessionaire Substantial Completion shall provide have occurred, the Department Borrower and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior shall have certified to such effect to the anticipated Substantial Completion Date. During such 21-day periodAdministrative Agent, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection have certified that, to its knowledge, the Loan Parties have sufficient funds available to achieve Final Completion; provided that Substantial Completion shall be deemed to have occurred hereunder and under the other Loan Documents if all of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary conditions precedent to determine whether Substantial Completion is achieved and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, when the requirements for Substantial Completion have been achieved with respect occurred under the EPC Contract except for any conditions precedent relating to the New Lanes failure of the EPC Contractor to pay liquidated damages, any other similar Dispute (as such term is defined in their entirety the EPC Contract) and any reasonably related Disputes or failures by the EPC Contractor to satisfy an applicable condition precedent in accordance connection with this Section such Dispute(s) (without regard including any failure by the EPC Contractor to deliver to the status Borrower any waiver or release of the remainder of the Route 495 HOT Lanes in Virginia Projectliens, a punch list or withhold drawings or other books and records), so long as (A) the Department shall issue a Substantial Completion Certificate for Borrower has caused an amount equal to the New LanesBorrower’s good faith, reasonable estimate of the Borrower’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 the Borrower by the EPC Contractor) to be on deposit in the Construction Account on the Term Conversion Date, and (B) the Department Independent Engineer shall assume responsibility from the Concessionaire for operation and maintenance have certified that, to its knowledge, such deposited amount is reasonably expected to be sufficient to make payment of the New LanesBorrower’s reasonably anticipated liability in connection with such Dispute(s) (after giving effect to all potential offsets, (C) the Department shall include such constructed New Lanes as part of the State Highway systemretainage, counterclaims and (D) the Concessionaire shall have no further obligations with respect any other amounts payable to the New Lanes except as required to satisfy Borrower by 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesEPC Contractor).

Substantial Completion. As used herein, “Substantial Completion” shall mean (and the Premises shall be deemed “Substantially Complete”) when (i) The Concessionaire shall provide the Department and City of Seattle has given final approval in writing that all TI Work under the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodconstruction permit has been completed, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If installation of 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 TI Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has occurred in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice Working Drawings, subject only to the Department if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate within such 21punch-day periodlist items described below, 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) basic services as required under the Lease are available to the Premises. Notwithstanding the foregoing, Substantial Completion shall be changed deemed to reference have occurred on the New Lanesdate on which Tenant takes occupancy of the Premises and commences to do business therein. Substantial Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be completed. Immediately before Tenant occupies any portion of the Premises, Landlord shall walk the portion of the Premises and create a punch-list of incomplete and defective items, and provide a copy of the punch-list to Tenant. Within thirty (30) days after Tenant commences occupancy of the Premises, Landlord, Tenant, and the Tenant’s Architect shall prepare a “punch-list” which shall consist of the items that have not 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 retainage to the TI Contractor until such time as Tenant reasonably believes all punch-list items have been completed. Release of any retainage shall not release or relieve Tenant of the obligation to cause all punch-list items to be completed and the Premises to be in the condition as required under this Lease.

Substantial Completion. 4.3.1 The Contractor shall achieve Substantial Completion when (i) The Concessionaire shall provide the Department Facility has been started-up, functionally tested, feedstock introduced, and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior all Pilot Scale Tests set forth on Exhibit E have been completed, data collected and reports generated to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 mutual satisfaction of the Route 495 HOT Lanes in Virginia Project Owner and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In additionContractor; and, the Independent Engineer shall conduct an inspection if all Pilot Scale Tests indicate full commercial viability of the Route 495 HOT Lanes 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 Virginia 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 Pilot Scale Tests. 4.3.2 Within ten (10) Days following the expiration receipt of such 21-day period, shall deliver a written report the Certificate of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the dispute resolution procedures form set forth in Section 17.06. The Concessionaire Exhibit F, Owner shall provide notice 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 Contractor the Department if the Department has not approved or disapproved the issuance Certificate of a Substantial Completion Certificate within such 21-day period, countersigned 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 7.15, when certifying that the requirements for of this Contract applicable to Substantial Completion have been achieved with respect to fully satisfied for the New Lanes in their entirety in accordance with this Section (without regard to the status Facility and Substantial Completion of the remainder Facility has accordingly been achieved or (ii) if reasonable cause exists for doing so, notify Contractor in writing that Substantial Completion of the Route 495 HOT Lanes Facility has not been achieved, stating in Virginia Project)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, (A) Contractor shall promptly take such corrective action or perform such additional Work or other services as shall achieve Substantial Completion of the Department Facility and shall issue a to Owner another Certificate of Substantial Completion. Such procedure shall be repeated until the date that Substantial Completion Certificate for the New Lanes, (B) the Department shall assume responsibility from the Concessionaire for operation and maintenance of the New Lanes, Facility has been achieved (Cthe “Substantial Completion 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 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesreceipt thereof.

Substantial Completion. 10.3.1 Substantial Completion shall occur on the date on which: (i) The Concessionaire shall provide the Department and the Independent Engineer with written notice of anticipated Substantial Mechanical Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodhas occurred, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Performance Tests required for Substantial Completion Certificatein Exhibit A have been completed, then (iii) the Department shall provide 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 written notice to thirty (30) hour continuous operation of 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Facility has been demonstrated in accordance with the dispute resolution procedures 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 Contractor believes 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, and then submit a new certification of Substantial Completion to Owner 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 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, Articles 10.3.1 and if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire notice10.3.2, if Contractor is unsuccessful in meeting the delay is 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 a result be obligated to continue to run Performance Tests. In such case, Owner and Contractor shall discuss alternatives that 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 a Concessionaire Party action or inaction, then implementing any such delay shall constitute a Compensation Event, and the Concessionaire alternative(s) that are agreed upon shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 Reimbursable Costs that are not included in the Contract Sum and 13.03not chargeable against the Target Price. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. Upon a determination by Northwind that the Plant has been substantially completed in accordance with the Plant Plans and Specifications, which shall only be when (i) The Concessionaire shall provide the Department Plant has demonstrated performance in accordance with the design requirements, all applicable Laws and Government Approvals, the Quality Control and Inspection Program, and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior Performance Tests, and Northwind has so certified to Aladdin, (ii) Northwind has further certified to Aladdin that the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer Plant has been designed and the Department shall meet, confer constructed and exchange information on a regular basis is operating in accordance with the goal being 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 Department’s orderly, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a "Substantial Completion Certificate. In addition"), which shall be in the Independent Engineer shall conduct an inspection of form agreed to, initialed by the Route 495 HOT Lanes in Virginia Project, the final design Parties and construction documents, and such other matters attached hereto as may be necessary to determine whether Substantial Completion is achieved and, Exhibit E by not later than five thirty (30) days following after Notice to Proceed is received by Northwind. If Aladdin believes, at the expiration time of such 21-day periodcertification by Northwind, shall deliver a written report of findings and recommendations to that the Department and Plant has not reached Substantial Completion, then, within ten (10) Business Days after Aladdin receives the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificate, Aladdin shall provide Northwind with written notice clearly setting forth the basis for Aladdin's belief. Any portions of the Plant to 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 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 Department matter shall provide a written notice be referred to the Concessionaire specifying its reasons for such disapprovalIndependent Engineer, and the Concessionaire shall have a reasonable opportunity Parties agree to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with accept the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree Engineer's determination as to Substantial Completion, such dispute shall be resolved in accordance with the 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 periodbinding, 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 13.03act accordingly. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (a) When Landlord receives written certification from Architect that construction of the Tenant Improvements constituting Landlord’s TI Work in the Building has been completed in accordance with the Approved Space Plan (except for Punch List Work), Landlord shall prepare and deliver to Tenant a certificate signed by both Landlord and Architect (the “Substantial Completion Certificate”) (i) The Concessionaire shall provide certifying that the Department construction of the Tenant Improvements constituting Landlord’s TI Work in the Building has been substantially completed in a good and workmanlike manner in accordance with the Independent Engineer Approved Space Plan in all material respects, subject only to completion of Punch List Work, and specifying the date of that completion, and (ii) certifying that Landlord’s TI Work complies in all material respects with written notice all laws, rules, regulations, codes, ordinances, requirements, covenants, conditions and restrictions applicable thereto at the time of anticipated such delivery. Upon receipt by Tenant of the Substantial Completion at least 21 days prior Certificate and tender of possession of the Premises by Landlord to the anticipated Substantial Completion Date. During such 21-day periodTenant, the Concessionaire, Tenant Improvements constituting Landlord’s TI Work in the Independent Engineer Building will be deemed delivered to Tenant 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 “Substantially Complete” for all purposes of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the DepartmentLease (subject to Landlord’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documentscontinuing obligations with respect to any Punch List Work, and to any other express obligations of Landlord under the Lease or this Workletter with respect to such other matters as may be necessary to determine whether Substantial Completion is achieved and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such periodTenant Improvements). (iib) If Promptly following delivery of the Department disapproves Substantial Completion Certificate for Landlord’s TI Work in the issuance Building, Project Manager or other representatives of Landlord shall conduct one or more “walkthroughs” of the Building with Tenant and Tenant’s representatives, to identify any items of Punch List Work that may require correction and to prepare a joint punch list reflecting any such items, following which Landlord shall diligently complete the Punch List Work reflected in such joint punch list. At any time within forty-five (45) days after delivery of such Substantial Completion Certificate, then Tenant shall be entitled to submit one or more lists to Landlord supplementing such joint punch list by specifying any additional items of Punch List Work to be performed on the Department applicable Tenant Improvements constituting Landlord’s TI Work in the Building, and upon receipt of such list(s), Landlord shall provide a written notice diligently complete such additional Punch List Work. (c) All construction, product and equipment warranties and guaranties obtained by Landlord with respect to Landlord’s TI Work shall, to the Concessionaire specifying its reasons for extent reasonably obtainable, include a provision that such disapprovalwarranties and guaranties shall also run to the benefit of Tenant, and Landlord shall cooperate with Tenant in a commercially reasonable manner to assist in enforcing all such warranties and guaranties for the Concessionaire shall have benefit of Tenant. (d) Notwithstanding any other provisions of this Workletter or of the Lease, if Landlord is delayed in substantially completing any of Landlord’s TI Work as a reasonable opportunity to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 result of a Substantial Completion Certificate within such 21-day periodany Tenant Delay, and if the Department has not notified Lease Commencement Date is being determined under Section 1(c)(i) of 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 inactionLease, then such delay shall constitute a Compensation Eventnotwithstanding any other provisions of the Lease to the contrary, and the Concessionaire Premises shall be entitled deemed to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, when the requirements for Substantial Completion have been achieved with respect to “Substantially Complete” on the New Lanes in their entirety in accordance with this Section (without regard to date the status of the remainder of the Route 495 HOT Lanes in Virginia 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 Premises would have been “Substantially Complete” absent 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesTenant Delay.

Substantial Completion. (a) As used herein “Substantial Completion,” “Substantially Completed,” and any derivations thereof mean that (i) The Concessionaire shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Tenant Improvements have a reasonable opportunity to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved been substantially completed in accordance with the dispute resolution procedures set forth in Section 17.06Final CDs as determined by Architect (and confirmed by Landlord’s construction manager, which confirmation shall not be unreasonably withheld, conditioned or delayed), (ii) Tenant can lawfully occupy the Premises for business purposes. The Concessionaire shall provide notice to the Department if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate shall 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 Architect considers the Tenant Improvements to be Substantially Completed, Tenant will notify Landlord and within such 21three (3) business days thereafter, Landlord’s Representative and Tenant’s Representative shall conduct a walk-day periodthrough of the Premises and identify any necessary touch-up work, repairs and if minor completion items that are necessary for final completion of the Department has not notified Tenant Improvements. Tenant shall use commercially reasonable efforts to cause the Concessionaire of such approval or disapproval General Contractor performing the Tenant Improvements to complete all punch-list items within 15 thirty (30) days after such Concessionaire noticeagreement thereon. Notwithstanding the above, if Substantial Completion of the delay Tenant Improvements is not a result of a Concessionaire Party action condition to the Commencement Date or inaction, then such delay shall constitute a Compensation Event, and Tenant’s obligation to pay Rent under the Concessionaire shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03Lease. (iiib) Subject to Section 7.15, when All Tenant Improvements shall be the requirements property of Landlord upon installation unless Landlord and Tenant otherwise agree in writing and provided that Landlord may designate for Substantial Completion have been achieved with respect to the New Lanes in their entirety in accordance with this Section removal by Tenant (without regard to the status and at Tenant’s cost) any Tenant Improvements that are not Building Standard. For purposes of the remainder of foregoing sentence, the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) following shall be changed to reference the New Lanesdeemed 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. ‌‌ (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit Z (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, within ten (10) Business Days after receipt of such Substantial Completion Certificate, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Department disapproves Work or that served as the issuance basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion 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 within ten (10) Business Days after receipt 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 Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to which clause (ii) above, the Department’s disapproval relates. The Department may jointly with tenth (10th) Business Day after Seller issues the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as Substantial Completion Certificate to Substantial Completion, such dispute shall be resolved 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 (1) if Buyer does not 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 Seller’s Substantial Completion Certificate within as provided above, the date Seller issues to Buyer such 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)53 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,‌

Substantial Completion. (i) The Concessionaire shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether § 9.8.1 Substantial Completion is achieved and, not later than five days following the expiration latest of such 21-day period, shall deliver a written report (a) the stage in the progress of findings and recommendations to the Department and Work when the Concessionaire. The Department may jointly with Work or designated portion thereof (which the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Owner shall have a reasonable opportunity agreed to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved accept separately) is sufficiently complete in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice to Design-Build Documents so that the Department if Owner can occupy or utilize the Department has not approved or disapproved 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 , 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 prepare and submit to the 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 have the Owner certify that this Work has 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, after which the Owner, upon Substantial Completion, will issue a Certificate within such 21of Substantial Completion and the Owner may use and occupy this portion of the Work for his beneficial use. If the Owner determines that the Work or designated portion is not Substantially Complete, the Design-day periodBuilder shall expeditiously complete the Work or designated portion, again request an inspection, and if pay the Department 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 notified agree is his work scope will be identified by the Concessionaire of 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 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 Eventdisputed items, and the Concessionaire issue of whether the Design-Builder is entitled to additional compensation for the disputed items shall be entitled subject to Concessionaire DamagesClaims 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 consent of surety, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15upon the Design-Builder’s application, when the requirements Owner shall make payment as provided in the Design-Build Documents. Such payment shall be adjusted for Substantial Completion have been achieved with respect to the New Lanes in their entirety a value of 150% of Work that is incomplete or not in accordance with this Section (without regard to the status requirements of the remainder of Design-Build Documents. No further payment will be due or owing until the Route 495 HOT Lanes in Virginia 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 payment at 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesCompletion.

Substantial Completion. At such time as Sublandlord considers the Subtenant Improvements to be substantially completed, Sublandlord or Sublandlord’s representative will schedule a walk-through of the Sublease Premises with Subtenant or Subtenant’s representative. During such walk-through, Sublandlord or Sublandlord’s representative along with Subtenant or Subtenant’s representative will prepare a list of minor finish-out and punch list items to be completed (the “Punch List”). Sublandlord shall cause Sublandlord’s Contractor to complete and/or correct all items on the Punch List promptly after Sublandlord receives the Punch List and shall give Subtenant written notice when all of the items on the Punch List have been completed and/or corrected. Any items not on the Punch List which could have, with reasonable diligence, been discovered by Subtenant or Subtenant’s representative and included on the Punch List shall be deemed accepted by Subtenant, and any items not on the Punch List which could not have, with reasonable diligence, been discovered by Subtenant or Subtenant’s representative and included on the Punch List and are thereafter discovered by Subtenant within thirty (30) days after Substantial Completion shall be corrected by Sublandlord’s Contractor promptly after Sublandlord receives notice of the same from Subtenant. If Subtenant and/or Subtenant’s representative fails to appear for such inspection, Subtenant shall be deemed to have agreed that no items exist that are incomplete or require correction which could have, with reasonable diligence, been discovered by Subtenant or Subtenant’s representative had Subtenant and/or Subtenant’s representative appeared at the inspection, and therefore Subtenant Improvements has been completed and Sublandlord shall not be required to complete or correct any such items which may in fact exist; or at Sublandlord’s election, Sublandlord or Sublandlord’s representative may prepare and approve the Punch List on Subtenant’s behalf. Subtenant Improvements (which for purposes of determining substantial completion may exclude, at Sublandlord’s election, any Additional Work) shall be considered “Substantially Complete” for all purposes under this Exhibit TI and the Sublease when: (i) The Concessionaire shall provide the Department and applicable governmental authority issues a temporary or permanent certificate of occupancy for the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodSublease Premises, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, 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 Subtenant first takes occupancy of the remainder of the Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a Substantial Completion Certificate Sublease Premises for the New Lanesconduct of its business, (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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Laneswhichever first occurs.

Substantial Completion. The terms “substantial completion,” “Substantial Completion,” “Substantially Complete,” “Substantially complete” and words of similar import (iwhether or not spelled with initial capitals) The Concessionaire as used in the Amendment shall provide mean the Department and date of substantial completion of the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior Expansion Space Tenant Improvements pursuant to the anticipated Substantial Completion DateWorking Plans (as amended by any Change Orders) such that Tenant may commence the installation of any of Tenant’s equipment and occupy the Expansion Space for the conduct of its business (subject to the completion of any additional construction to be performed by Tenant). During such 21-day periodThe Expansion Space Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor details of construction, the Concessionaire, the Independent Engineer mechanical adjustments or decorations which do not materially interfere with Tenant’s use 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 enjoyment of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and Expansion Space remain to be performed (items normally referred to as “punch list” items). Certification by the Department’s issuance of a Substantial Completion Certificate. In addition, Architect as to the Independent Engineer shall conduct an inspection substantial completion of the Route 495 HOT Lanes Expansion Space Tenant Improvements shall be conclusive and binding upon Landlord and Tenant. By taking occupancy of the Expansion Space, Tenant shall be deemed to have accepted the Expansion Space Tenant Improvements as substantially complete, except for any latent defects in Virginia Projectthe Expansion Space Tenant Improvements and except that Tenant shall, within five business days after entering into possession of the final design Expansion Space, provide Landlord with a list of incomplete and/or corrective items present in the Expansion Space Tenant Improvements and construction documents, and such other matters as may be necessary subject to determine whether Substantial Completion is achieved and, not later than five days following the expiration of such 21-day period, reasonable discovery by Tenant. Tenant shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificate, then the Department shall provide a give written notice to the Concessionaire specifying its reasons for such disapproval, and the Concessionaire shall have a reasonable opportunity to correct the Landlord of discovery of any latent defects or deficiencies in the Work construction of the Expansion Space Tenant Improvements within five business days of discovery of any such defect and in no event later than one year following the date of substantial completion of the Expansion Space Tenant Improvements. Landlord shall diligently complete, as soon as reasonably possible, all punch list items and adjustments that are not completed upon substantial completion of the Expansion Space Tenant Improvements. Landlord shall diligently complete, as soon as reasonably possible following Tenant’s notice thereof, the repair of any latent defects in the Expansion Space Tenant Improvements if Tenant gives notice of such defects to which Landlord within one year following the Department’s disapproval relatesdate of substantial completion of the Expansion Space Tenant Improvements. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute Expansion Space Commencement Date shall not be resolved in accordance with the 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 7.15, 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 delayed because of the remainder existence of the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesuncorrected punch list items.

Substantial Completion. At such time as Seller in good faith believes the Perimeter Improvements have been Substantially Completed, Seller shall deliver to Buyer the following items with respect to the Perimeter Improvements: (i) The Concessionaire shall provide a certificate from the Department and current architect for the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior Perimeter Improvements (the “Perimeter Architect”) certifying to Buyer that the anticipated Substantial Completion Date. During such 21Perimeter Improvements have been substantially completed on AIA Form G704, subject to Punch-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. List Items; (ii) If a temporary certificate of occupancy and all other certificates, licenses, consents and approvals required for the Department disapproves use and operation of the issuance Perimeter Improvements, issued by the appropriate governmental authorities (other than a final certificate of a Substantial Completion Certificate, then the Department shall provide a written notice occupancy); (iii) an executed “Letter of Understanding” attached as Exhibit “C” to the Concessionaire specifying its reasons for Channeladvisor Lease; (iv) to the extent available (unless such disapproval, and unavailability is the Concessionaire shall have a reasonable opportunity to correct the result of defects or deficiencies in the Work Perimeter 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 which the Department’s disapproval relates. The Department may jointly with material/controls inspections and based on the Independent Engineer or independently inspectmaterial/controls inspection reports (the “Controls Inspection Reports”), review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Perimeter Improvements have been Substantially Completed in accordance with the dispute resolution procedures set forth in Section 17.06Perimeter Plans and Specifications; and (v) lien releases and lien waivers evidencing that all work performed and materials supplied for the Perimeter Improvements has been paid to date (collectively, the “Preliminary Completion Items”). 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 Within ten (10) days after such Concessionaire noticeSeller has delivered to Buyer all of the Preliminary Completion Items, if Seller, Buyer, Buyer’s agents and representatives, the delay is not Perimeter Architect and an architect selected by Buyer (the “Buyer Architect”) shall conduct a result final walk through of a Concessionaire Party action or inaction, then such delay shall constitute a Compensation Event, Perimeter Four and the Concessionaire shall be entitled Perimeter Improvements to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 assess the status of the remainder completion of the Route 495 HOT Lanes Perimeter Improvements (the “Walk-Through”). During such walk-through of the Property, Seller and Buyer (acting in Virginia Projectgood faith and in a commercially reasonable manner) shall list any Punch-List Items (as defined below). “Substantial Completion” and “Substantially Completed”, as applicable, shall mean (i) all of the Preliminary Completion Items have been delivered to Buyer, (Aii) 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 Buyer Architect shall have no further obligations with respect confirmed to Buyer that the New Lanes except as required Perimeter Improvements have been substantially completed, subject to satisfy the conditions to Final Acceptance as provided in Section 7.13(b) and as required by Sections 7.19Punch-List Items, 8.07, 14.01 and 14.03; provided, that solely for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) construction of the Perimeter Improvements has been completed in accordance with Section 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 (bB) 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 changed to reference solely responsible for the New Lanesfees and costs of the Buyer Architect, and Seller shall have no responsibility therefor.

Substantial Completion. “Substantial Completion” or “Substantially Complete” means that, 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 (iwhich shall include, if required by applicable law, obtaining a final certificate of occupancy), notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to be performed and that does not materially impact Tenant’s ability to use the Expansion Premises for the intended use (“Punch List Items”). Landlord shall complete all Punch List Items promptly following notice thereof from Tenant, but in no event later than thirty (30) The Concessionaire days’ notice thereof from Tenant; provided, however, that except to the extent to which Tenant shall provide the Department and the Independent Engineer with written have given Landlord notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion is achieved and, any Punch List Items not later than five days following two (2) weeks after the expiration of such 21-day periodExpansion Date, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute Tenant shall be resolved in accordance with deemed conclusively to have approved the 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 completion of a Substantial Completion Certificate within such 21-day period, Landlord’s Work 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Tenant shall have no further obligations 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 the Effective Date of this Second Amendment. If there is a delay in the Substantial Completion of the Landlord’s Work for any reason neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with respect such 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 the Lease to the New Lanes except contrary, if Landlord’s Work is delayed by a Tenant Delay (as defined below) then Tenant shall begin paying Rent as required to satisfy under the conditions to Final Acceptance Lease as provided in Section 7.13(b) and as required by Sections 7.19, 8.07, 14.01 and 14.03; provided, that solely of the date the Expansion Date would have occurred but for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesTenant Delay.

Substantial Completion. The Landlord Work shall be deemed to be “Substantially Complete” with respect to the Seventh Expansion Space on the date that (i) The Concessionaire shall provide the Department and the Independent Engineer all Landlord Work with written notice of anticipated Substantial Completion at least 21 days prior respect to the anticipated Substantial Completion Date. During such 21-day periodSeventh Expansion Space (other than any details of construction, mechanical adjustment or any other similar matter, the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular basis noncompletion of which does not materially interfere with the goal being the DepartmentTenant’s orderly, timely inspection and review use or occupancy of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (iiSeventh Expansion Space) 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has been performed in accordance with the dispute resolution procedures set forth Approved Construction Documents (as modified by any Change Order approved in Section 17.06writing by Landlord and Tenant), (ii) CPS has obtained all required final inspection approvals and/or necessary certificates allowing occupancy from all applicable authorities, (iii) all Building systems and equipment and that of the Landlord Work are fully tested and operational, and (v) at least thirty (30) days have elapsed after Tenant has been afforded access to all parts of the Seventh Expansion Space for installation of communications cabling, and server and IDF equipment installations (which will be performed concurrently with the Landlord Work). The Concessionaire shall provide notice Prior to the Department if Premises (or any portion thereof) being delivered to Tenant, a representative of Landlord and a representative of Tenant shall walk through the Department has Premises (or such portion thereof) and jointly prepare a list of minor items which, in the mutual opinion of Landlord and Tenant, have not approved been fully completed or disapproved which require repair (the issuance of a Substantial Completion Certificate “Punch List Items”). Landlord shall cause its contractor to complete or repair the Punch List Items within such 21-day period, and if the Department has not notified the Concessionaire of such approval or disapproval within 15 30 days after such Concessionaire notice, if the delay is date of the “walk-through”. Tenant shall 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 Damagesany abatement of any rental obligations as pertains to the Premises pending completion of the Punch List Items. In the event that Tenant takes possession of any portion of the Premises following the construction of Landlord Work in such portion of the Premises in the absence of having created a punch list, Tenant will be deemed to have waived its right to create a punch list with respect to such portion of the Premises and shall be deemed to have accepted such portion of the Premises in its “as is” condition. Time is of the essence in connection with the obligations of CPS and Tenant under this Work Letter. Neither Landlord nor CPS shall be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the resulting postponement (if any) of the Seventh Expansion Space Commencement Date and the commencement of rental payments for the Seventh Expansion Space under the Eleventh Modification. “Tenant Delay” means any act or omission of Tenant or its agents, pursuant employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including: (i) Tenant’s failure to Sections 13.02 and 13.03. furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of long-lead equipment or materials; (iii) Subject changes requested or made by Tenant to Section 7.15, when previously approved plans and specifications; or (iv) performance of work in the requirements for Substantial Completion have been achieved with respect to Premises by Tenant or Tenant’s contractor(s) during the New Lanes in their entirety in accordance with this Section (without regard to the status performance of the remainder of the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesLandlord Work.

Substantial Completion. (i) The Concessionaire When the CONTRACTOR considers that the Work, or a portion thereof, which the OWNER agrees to accept separately, is Substantially Complete, the CONTRACTOR shall provide the Department prepare and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior submit to the anticipated Substantial Completion DateOWNER’S REPRESENTATIVE a comprehensive list of items to be completed and corrected. During such 21-day period, The CONTRACTOR shall proceed promptly to complete and correct items on the Concessionaire, list. Failure to include an item on the Independent Engineer and list does not relieve the Department shall meet, confer and exchange information on a regular basis with the goal being the Department’s orderly, timely inspection and review CONTRACTOR of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary responsibility to determine whether Substantial Completion is achieved and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 complete all Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the dispute resolution procedures set forth Contract Documents. Upon receipt of the CONTRACTOR's list, the OWNER’S REPRESENTATIVE will make an inspection, and with the approval of the OWNER, determine whether the Work, or designated portion thereof, is Substantially Complete. If the OWNER’S REPRESENTATIVE's inspection discloses any item, whether or not included on the CONTRACTOR's list, which is not in Section 17.06accordance with the requirements of the Contact Documents, the CONTRACTOR shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the OWNER’S REPRESENTATIVE. The Concessionaire CONTRACTOR may request additional inspections by the OWNER’S REPRESENTATIVE as may be reasonable to determine when Substantial Completion has been achieved. When the Work or designated portion thereof, is Substantially Complete, the OWNER’S REPRESENTATIVE will prepare a Certificate of Substantial Completion which shall provide notice establish the date of Substantial Completion and shall establish responsibilities of the OWNER and CONTRACTOR for: Security Maintenance Water, sewer, electric and other utilities Damages to the Department if Work; and Insurance Responsibilities The Certificate shall also establish the Department has not approved time within which the CONTRACTOR shall finish all items on the list of incomplete Work or disapproved corrections otherwise necessary to meet the issuance requirements of a the Contract Documents. Warranties required by the Contract Documents shall commence on the date of Substantial Completion, or designated portion thereof, unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion Certificate within such 21-day periodshall be submitted to the OWNER and CONTRACTOR for their written acceptance of responsibilities assigned to each. Upon Substantial Completion of the Work, or designated portion thereof, and if upon application by the Department has not notified CONTRACTOR, certification by 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 EventOWNER’S REPRESENTATIVE, and approval by the Concessionaire OWNER, the OWNER shall be entitled to Concessionaire Damagesmake payment, reflecting adjustment in retainage, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Work or portion thereof 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesContract Documents.

Substantial Completion. “Substantial Completion” shall occur when: (i) The Concessionaire shall provide the Department project architect has issued a certificate in the form of AIA Document G-704 indicating that the Improvements are substantially complete in accordance with the Construction Drawings and such certificate has been confirmed by Tenant, (ii) all systems and portions of the Improvements are operational as designed and the Independent Engineer only remaining work is so minor in nature that Tenant could commence its installation of equipment and move-in process (the “Tenant Improvements Work”) and the completion of the remainder of the work by Landlord would not materially interfere with written notice the Tenant Improvements Work and (iii) Landlord has obtained and delivered to Tenant a permanent certificate of anticipated occupancy for the Improvements. When Landlord believes that Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodhas been achieved, the Concessionaire, the Independent Engineer Tenant 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer Landlord shall conduct an inspection of the Route 495 HOT Lanes Leased Premises within five (5) days after such date in Virginia Projectorder to develop a punch-list of incomplete, minor detail items (the final design and construction documents“Punch-List Items”) to be completed by Landlord. In the event any items other than Punch-List Items remain to be completed, and Substantial Completion shall be deemed not to have occurred. Landlord shall use all reasonable efforts to complete all Punch-List Items within thirty (30) days after Substantial Completion. Landlord shall use reasonable efforts to minimize interference with the use of the Leased Premises by Tenant in the completion of such other matters as may be necessary to determine whether Punch-List Items. If Substantial Completion is achieved anddelayed because of (a) any acts or omissions of Tenant or its agents, not later than five days following representatives, employees or contractors, or (b) Tenant requested changes in the expiration of such 21-day periodapproved Construction Drawings (collectively, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificate“Tenant Delay”), then the Department Commencement Date shall provide not be extended, but rather shall start on the date on which it would have occurred but for such event. This Lease Agreement shall remain in full effect notwithstanding any delay in Substantial Completion and Landlord shall have no liability to Tenant if Substantial Completion has not occurred on or prior to the Target Date for any reason. In the event Landlord does not cause Substantial Completion to occur within sixty (60) days from the Target Date, as such date may be extended in connection with delays related to (a) events of Force Majeure or (b) a Tenant Delay, Tenant shall have the right, following Landlord’s failure to satisfy such deadline but before Substantial Completion shall occur, to terminate this Lease Agreement upon delivery of written notice thereof to Landlord and reimbursement to Landlord of all amounts paid to Tenant by Landlord prior to such date pursuant to the Concessionaire specifying its reasons for such disapprovalterms of that certain Corporate Job Creation Agreement of even date herewith by and between Landlord and Tenant, 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 jointly with the Independent Engineer or independently inspectand, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree except as to Substantial Completion, such dispute shall be resolved in accordance with the dispute resolution procedures otherwise set forth in Section 17.06. The Concessionaire shall provide notice to this Lease Agreement, 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 parties shall have no further rights or 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.hereunder. SEC. 4

Substantial Completion. As used herein, "Substantial Completion" shall mean (and each floor of the Premises shall be deemed "Substantially Complete") when (i) The Concessionaire shall provide installation of Building Standard Improvements and Tenant Extra Improvements in such portion of the Department and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior Premises has occurred, to the anticipated Substantial Completion Date. During extent such 21-day periodimprovements can, in Landlord's reasonable judgment, be installed within the Concessionairetimeframe for completion of Building Standard Improvements, (ii) Tenant has direct access to the Independent Engineer elevator lobby on the floor (or floors) where the Premises are located, (iii) Basic Services are available to the Premises, and (iv) the Department shall meet, confer and exchange information on City of Bellevue has issued a regular basis with the goal being the Department’s orderly, timely inspection and review temporary or permanent certificate of occupancy permitting Tenant to occupy such portion of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and Premises for the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and Permitted Use or has taken such other matters action as may be necessary customary to determine whether permit occupancy or use thereof for the Permitted Use. Notwithstanding the foregoing, Substantial Completion is achieved and, not later than five days following shall be deemed to have occurred on the expiration date on which ▇▇▇▇▇▇ takes occupancy of such 21-day period, shall deliver a written report of findings the Premises and recommendations commences to the Department and the Concessionairedo business therein. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificateshall be deemed to have occurred even if a "punch-list" or similar corrective work remains to be completed. Within ten (10) days after Landlord delivers possession of the Premises to Tenant, then the Department shall provide a written notice to the Concessionaire specifying its reasons for such disapprovalLandlord, Tenant, and the Concessionaire Landlord's Architect shall prepare a "punch-list" which shall consist of the items that have a reasonable opportunity not been, but should have been, finished or furnished prior to correct such date or which do not conform to the defects TI Working Drawings or deficiencies in the Work Base Building Drawings (but only to which the Department’s disapproval relatesextent that the Base Building Improvements were not complete at the time of Tenant's inspection under Paragraph 8 above). ----------- Landlord shall complete and furnish all punch-list items within thirty (30) days after Substantial Completion or as soon thereafter as is possible with the exercise of due diligence. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute cost thereof shall be resolved in accordance with borne by the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice General Contractor under its contract to construct the Department if Base Building Improvements or Upgrades, or the Department has not approved or disapproved TI Contractor under the issuance of a Substantial Completion Certificate within such 21-day periodTI Construction Contract, and if as 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 13.03case may be. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. The terms “Substantial Completion of Additional Expansion Premises” or “Substantially Completed” shall mean that state of completion of the 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 of the Additional Expansion Premises cannot occur unless there is available to the Additional Expansion Premises: (1) reasonable quantities of those utility services required to be 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 the Additional Expansion Premises. Substantial Completion of the Additional Expansion Premises shall be deemed to have occurred notwithstanding that minor or insubstantial details of construction, decoration or mechanical adjustment remain to be performed. Landlord presently anticipates that the date of Substantial Completion of the 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 of the Additional Expansion Premises” shall mean the earlier of (i) The Concessionaire shall provide the Department and date on which the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion Additional Expansion Work is achieved and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer Substantially Completed or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves date that 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 Additional Expansion Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, when the requirements for Substantial Completion would 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 Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a Substantial Completion Certificate Substantially Completed but 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesany Additional Expansion Premises Tenant Delay.

Substantial Completion. (i) The Concessionaire shall provide If the Department and Building Shell Improvements are not Substantially Completed by the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Estimated Building Shell Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance because of a Substantial Completion Certificate. In additionTenant Delay, then the Independent Engineer Lease Commencement Industrial Lease—Atlanta Dendreon Corporation Date shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 sixty (60) days following the expiration date the Building Shell Improvements would have been Substantially Completed but for any Tenant Delay, subject to the provisions of Section 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 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved improvements are completed in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire 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 provide notice to be itemized on a punch list and completed by Landlord within forty-five (45) days following the Department if the Department has not approved or disapproved the issuance date of a Substantial Completion Certificate within such 21-day periodof the Building Shell Improvements, (b) the applicable governmental authority has conducted its final inspection of all Building Shell Improvements, has provided its approval thereof, and has issued a Temporary Certificate of Occupancy (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, applicable and the Concessionaire shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia Projectavailable), (Ac) the Department shall issue a architect of record (▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) has delivered to Tenant its executed Certificate of 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 systemCompletion, and (Dd) upon written notice from Landlord to Tenant of 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(bforegoing, accompanied by a copy of such Temporary Certificate of Occupancy (if applicable and available) and as required by Sections 7.19a copy of such Certificate of Substantial Completion and granting Tenant possession and occupancy of the Building Shell Improvements (“Substantially Completed” or “Substantial Completion” of the Building Shell Improvements, 8.07, 14.01 and 14.03; provided, that solely for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesor similar phrase).

Substantial Completion. The Tenant Improvements shall be deemed substantially completed ("SUBSTANTIAL COMPLETION" or "SUBSTANTIALLY COMPLETED") when the Tenant Improvements have been completed in accordance with the Final Plans, except for: (a) items of finishing 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) The Concessionaire shall failure by Tenant to provide the Department and Proposed Plans by the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior Plans Submission Date, or to promptly make changes in the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular basis Proposed Plans reasonably required by Landlord in connection with the goal being the Department’s orderlyapproval thereof, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary or to determine whether Substantial Completion is achieved and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period.otherwise perform its obligations under this Lease; or (ii) If changes in the Department disapproves the issuance of a Substantial Completion Certificate, then the Department shall provide a written notice Final Plans requested by Tenant to the Concessionaire specifying its reasons for such disapproval, and extent of 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the dispute resolution procedures time set forth in Section 17.06. The Concessionaire shall provide notice the Landlord's statement given after change orders are agreed 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.in writing by Tenant; or (iii) Subject to Section 7.15delays, when not caused by Landlord, in furnishing materials or procuring labor required for installations or work in the requirements Demised Premises which are not customarily provided by Landlord for Substantial Completion have been achieved with respect to office tenants in the New Lanes in their entirety in accordance with this Section (without regard to the status Building, provided that Tenant shall be notified of Landlord's good faith estimate of the remainder 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; or (iv) the performance of any work or activity in the Route 495 HOT Lanes Demised Premises by Tenant or any of its employees, agents or contractors. (c) Delays resulting from the occurrences described in Virginia ProjectSubsection 4.14 (b)(i), (Aii) or (iv) are sometimes hereinafter referred to as "TENANT DELAYS." In the Department shall issue 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 Substantial Completion Certificate 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 Landlord, which notwithstanding the notice provisions of 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 Tenant agree to use their best efforts to implement Tenant's reasonably proposed alternative materials, requirements or means of avoiding the Tenant Delay, however, Landlord will not be responsible 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 Tenant Delay if 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesmeans do not succeed.

Substantial Completion. Sublandlord agrees to use commercially reasonable efforts to Substantially Complete (ias hereinafter defined) The Concessionaire shall the Sublandlord’s Work by the date that is seven (7) months from the Effective Date, subject to extensions for force majeure and any Subtenant caused delays (including, without limitation, Subtenant’s failure to provide Sublandlord with reasonable access to the Department Subleased Premises to undertake the Sublandlord’s Work); provided, however, Subtenant acknowledges and the Independent Engineer with written notice agrees that Sublandlord makes no guaranty or warranty of anticipated Substantial Completion at least 21 days prior by such date. The Sublandlord’s Work shall be deemed substantially completed (“Substantially Completed” or “Substantial Completion”) when, in the opinion of 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 delayed, then the date of Substantial Completion shall be deemed to be the date that, in the opinion of the Construction Manager, Substantial Completion would have occurred if such delays or impairments had not taken place. Without limiting the foregoing, Subtenant shall be solely responsible for delays caused by Subtenant’s request for any changes in the plans, Subtenant’s request for long lead items, Subtenant’s failure to provide Sublandlord with reasonable access to the anticipated Substantial Completion Date. During such 21-day periodSubleased Premises to undertake the Sublandlord’s Work, the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular basis and/or Subtenant’s interference with the goal being the Department’s orderly, timely inspection and review construction of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the DepartmentSublandlord’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documentsWork, and such delays shall not entitle Subtenant to any abatement of rent or other matters as may be necessary to determine whether rights of any kind. Substantial Completion is achieved andonly material for purposes of determining the completion of the Sublandlord’s Work and has no impact whatsoever on the Extended Term Commencement Date and/or Subtenant’s other obligations under the Sublease, not later than five days following including, without limitation, the expiration of such 21-day period, obligation to pay rent. In no event shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Sublandlord have any obligation for such disapproval, and the Concessionaire shall have a reasonable opportunity to correct the any defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer Subleased Premises or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 13.03any limitation on its use. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (A) Landlord shall perform the work described on Exhibit B annexed hereto and described therein as the Phase I Construction and the Phase II Construction (collectively, "Landlord's Work"); provided, however, that the Landlord shall have no responsibility for the installation or connection of Tenant's computer, telephone, other communication equipment, systems or wiring. It is agreed that (i) The Concessionaire shall provide construction of the Department Phase I Construction is intended to be "turnkey" and the Independent Engineer with written notice of anticipated Substantial Completion will be completed at least 21 days prior Landlord's sole cost and expense (subject to the anticipated Substantial Completion Date. During such 21terms of Section 3.1(B) below) and (ii) subject to Section 3.2.B, Tenant shall, as Additional Rent, after the Phase II Construction is completed, reimburse Landlord upon demand an amount ("Phase II Contribution") equal to the lesser of (x) one-day period, the Concessionaire, the Independent Engineer 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 half (1/2) of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection cost of the Route 495 HOT Lanes in Virginia Project, the final design Phase II Construction or (y) Two Thousand and construction documents00/100 ($2,000.00) Dollars, and such other matters as may Landlord shall be necessary responsible for the balance of the costs of the Phase II Construction. Landlord's Work shall be performed using Building Standard methods, materials and finishes. Landlord and Tenant hereby agree that that certain letter agreement dated June 27, 2002 between Landlord and Tenant relating to determine whether Substantial Completion is achieved and, not later than five days following reimbursement of certain construction related costs shall upon the expiration full execution and delivery of such 21-day period, shall deliver a written report this Lease be of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer no further force or independently conduct such inspection, review and investigation within such periodeffect. (iiB) If Tenant shall request any revisions to Landlord's Work, Landlord shall have such revisions prepared at Tenant's sole cost and expense and Tenant shall reimburse Landlord for the Department disapproves the issuance cost of a Substantial Completion Certificate, then the Department shall provide a written notice preparing any such revisions to the Concessionaire specifying its reasons for Landlord's Work, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in Landlord's Work, if any, resulting from such disapprovalrevisions to the Landlord's Work. Tenant, and within one business day shall notify Landlord in writing whether it desires to proceed with such revisions. In the Concessionaire absence of such written authorization, Landlord shall have a reasonable opportunity the option to correct continue to work on the defects or deficiencies Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revisions to the Landlord's Work. If such revisions result in an increase in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completioncost of Landlord's Work, such dispute increased costs plus any applicable state sales or use tax thereon, shall be resolved payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Landlord's Work shall be subject to the approval of Landlord. (C) 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 dispute resolution procedures set forth provisions hereinafter specified in Section 17.063.2. The Concessionaire Phase I Construction shall provide notice be treated as having been substantially completed on the later of: (a) The date on which the Phase I Construction, together with common facilities for access and services to the Department if Premises, has been completed (or would have been completed except for Tenant Delay) except for items of work and adjustment of equipment and fixtures which can be completed after occupancy has been taken without causing substantial interference with Tenant's use of the Department Premises (i.e. so-called "punch list" items) and items of work for which there is a long lead time in obtaining the materials therefore or which are specially or specifically manufactured, produced or milled for the work in or to the Premises and require additional time for receipt or installation ("long lead" items), or (b) The date when Landlord has not approved or disapproved received a Certificate of Occupancy, as defined in Section 2.4(a). The Phase II Construction shall be performed promptly after the issuance substantial completion of a Substantial Completion Certificate within such 21-day periodthe Phase I Construction. Landlord shall complete as soon as conditions practically permit all items and work excepted by Section 3.1(C)(a) above, and if 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 Department Premises prior to substantial completion when it 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 the Phase I Construction has not notified been completed as described in subsection 3.1(B)(a) above, the Concessionaire reasonable determination of Landlord's architect as to such approval date shall be deemed conclusive and binding on both Landlord and Tenant. Tenant agrees that no delay by it, or disapproval within 15 days after such Concessionaire noticeanyone employed by it, if 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 is not a result commencement of a Concessionaire Party action the Term or inactionthe obligation to pay rent, then regardless of the reason for such delay shall constitute a Compensation Eventor whether or not it is within the control of Tenant or any such employee, and the Concessionaire Phase I Construction shall be entitled 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 good faith business judgment. Nothing contained in this paragraph shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and conditions contained in this Lease. 3.2 A. If Landlord shall have failed substantially to Concessionaire Damagescomplete the Phase I Construction in the Premises described in Exhibit B on or before the Outside Completion Date for Phase I Construction as defined in Section 1.1 hereof (which date shall be extended automatically for such periods of time as Landlord is prevented from proceeding with or completing the same by reason of Force Majeure as defined in Section 6.1) Tenant shall have the right to terminate this Lease by giving notice ("Termination Notice") to Landlord of Tenant's desire to do so before such completion and after the Outside Completion Date for the Phase I Construction (as so extended) and by paying to Landlord, if anyat the time that Tenant gives such Termination Notice, the sum of Thirty Thousand and 00/100 ($30,000.00) Dollars ("Termination Fee"); and, upon the giving of such Termination Notice and the payment of such Termination Fee, the term of this Lease shall cease and come to an end without further liability or obligation on the part of either party; and such right of termination shall be Tenant's sole and exclusive remedy for Landlord's failure so to complete the Phase I Construction within such time. Each day of Tenant Delay shall be deemed conclusively to cause an equivalent day of delay by Landlord in substantially completing the Phase I Construction pursuant to Sections 13.02 Section 3.1, and 13.03. (iii) Subject to Section 7.15, when thereby automatically extend for each such equivalent day of delay 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 date of the remainder of the Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a Substantial Outside Completion Certificate Date for the New LanesPhase I Construction. If Tenant fails to pay the Termination Fee at the time Tenant gives such Termination Notice, (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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) then Tenant's Termination Notice shall be changed to reference the New Lanesnull and void and of no force or effect.

Substantial Completion. Except as otherwise specifically provided in this Lease (iincluding without limitation a delay in Landlord’s achieving Substantial Completion by reason of a Tenant Delay), and consistent with the provisions of Sections 6.2 and 6.3 of this Lease, Tenant shall not be liable to Landlord for the payment of Rent or any other payment under this Agreement applicable to a Phase (“Tenant Payment Obligations”) The Concessionaire shall provide until the Department Landlord’s Work with respect to the applicable Phase is substantially completed in accordance with all Legal Requirements and the Independent Engineer with written notice Final Plans, as certified by Architect in an executed and dated document on Architect’s letterhead (the “Architect’s Certificate of anticipated Substantial Completion”), the Phase is ready for occupancy by Tenant, and Landlord has obtained a certificate of occupancy therefor, or Tenant has taken occupancy of substantially all of a Phase and commenced doing business therein (hereinafter, “Substantial Completion”). Subject to the preceding sentence, if Tenant occupies any portion of the Building prior to Substantial Completion at least 21 of the Improvements, the terms of this Lease shall apply to such occupancy. By occupying any Phase, Tenant shall be deemed to have accepted the same and to have acknowledged that such Phase, as applicable, is in the condition required by this Lease except for those items set forth in the “Punch Lists” (defined herein), if any, and latent defects in Landlord’s Work. Tenant Payment Obligations shall commence upon the Phase Commencement Date (defined herein) applicable to a Phase in accordance with Sections 6.2 and 6.3 (or, if earlier, the date such Phase Commencement would have occurred but for a Tenant Delay); provided, however, if the Building is partially completed and partially ready for occupancy, and is occupied by Tenant, or Tenant is required to occupy same, a pro rata portion of all Tenant Payment Obligations shall be payable commencing with such date of partial occupancy, and shall be equitably adjusted from time-to-time based upon the portion of the Phase substantially completed and occupied by Tenant. Tenant shall notify Landlord when it needs to obtain access to the applicable Phase to perform Tenant Fixturing Work and in response thereto Landlord shall notify Tenant of the date when Substantial Completion of each Phase of the Premises is expected to be achieved (“Substantial Completion Target Date”). With the exception of the Existing Renovated Office Space, absent such notification, Landlord shall give notice to Tenant approximately forty-five (45) days prior to the anticipated Substantial Completion Target Date. During such 21-day periodAfter the applicable notice is either given or received by Landlord, the Concessionaire, the Independent Engineer and the Department Tenant shall meet, confer and exchange information on a regular basis with the goal being the Department’s orderly, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations permitted (a) access to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspectionFirst Phase upon execution of this Lease, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) limited access to the Second Phase on or before April 1, 2003 (such date of limited access to the Second Phase is referred to herein as the “Limited Access Date”) to perform Tenant Fixturing Work; provided that: (a) Section 19 (Indemnification) and Section 20 (Insurance), shall be changed applicable and effective as of the Limited Access Date; (b) Tenant shall deliver to reference Landlord the New LanesCertificate of Insurance noted in Section 20 prior to the Limited Access Date and the insurance shall be effective as of that date; (c) Tenant will avoid any interference with Landlord’s completion of the Landlord’s Work; and (d) Tenant shall submit its installation plans to Landlord for Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed. The Vivarium Phase shall not be deemed to have obtained Substantial Completion if the certificate of occupancy with respect thereto has any prohibition against the use of the vivarium for animal research (other than a prohibition against on-site disposal by burning of dead animals), and any such prohibition shall be deemed, for purposes of this Lease, to be the equivalent of the pendency of any Zoning Amendment Appeal (defined herein) or Subsequent Appeal (defined herein) under Section 9 .

Substantial Completion. (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when ▇▇▇▇▇▇ considers that the Work has achieved Substantial Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit AA (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, within ten (10) Business Days after receipt of such Substantial Completion Certificate, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Department disapproves Work or that served as the issuance basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion 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 within ten (10) Business Days after receipt 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 Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to which clause (ii) above, the Department’s disapproval relates. The Department may jointly with tenth (10th) Business Day after Seller issues the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as Substantial Completion Certificate to Substantial Completion, such dispute shall be resolved 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 (1) if Buyer does not 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 Seller’s Substantial Completion Certificate within as provided above, the date Seller issues to Buyer such 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)50 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,

Substantial Completion. (i) The Concessionaire SUBSTANTIAL COMPLETION" shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 occur when each of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and following conditions is satisfied: the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Improvements are substantially completed in accordance with the dispute resolution procedures Drawings as certified by the architect preparing the Shell Plans utilizing AIA document G704, Certificate of Substantial Completion; the Premises may be lawfully occupied; and Landlord has tendered to Tenant physical possession thereof. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping, and mechanical adjustments remain to be completed by Landlord. Tenant shall prepare and deliver to Landlord a punch list of incomplete, minor, detail items within thirty (30) days after Substantial Completion and Landlord shall use all reasonable efforts to complete such items within thirty (30) days thereafter, except as to such items that, by their nature, will take a longer period to complete as set forth in Section 17.06the punch list. 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 7.15, when the requirements "TARGET DATE" for Substantial Completion have been achieved with respect of the Improvements is May 19, 2000. If Substantial Completion is delayed because of (a) any acts of a Tenant Party, (b) changes requested by Tenant to any submitted Drawings that relate to matters other than changes necessary to conform such drawings to the New Lanes Outline Specification or to comply with Law, or (c) changes requested by Tenant in their entirety the approved Drawings other than changes necessary to conform such drawings with Law, then the Commencement Date shall not be extended, but rather shall start on the date which it would have occurred but for such event. Each day of delay in accordance with this Section Substantial Completion caused by the events described in clauses (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia Projecta), (Ab) or (c) of the Department shall issue preceding sentence or by a Tenant Party is herein called a "TENANT DELAY DAY". If the actual date of Substantial Completion Certificate for is delayed beyond the New LanesTarget Date, (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 then Landlord shall have no further obligations with respect to liability therefor and 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 date of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) Substantial Completion shall be changed to reference extended by the New Lanesperiod of any such delay. This Lease shall remain in full effect notwithstanding any delay in Substantial Completion.

Substantial Completion. (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify that the Work has achieved Substantial Completion by delivering a certificate substantially in the form of Exhibit Y (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, on or before ten (10) Business Days after receipt of such Substantial Completion Certificate provided in accordance with the requirements of this Agreement, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If notify Seller in writing that it does not agree that the Department disapproves the issuance of a Work has achieved Substantial Completion Certificateand 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, then the Department Seller shall provide a written notice to the Concessionaire specifying its reasons for such disapproval, address and the Concessionaire shall have a reasonable opportunity to correct the defects or 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 Substantial Completion Certificate to which Buyer. For all purposes of this Agreement, the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute Work shall be resolved deemed to have achieved Substantial Completion on the earlier of (A) the date Buyer confirms in accordance with writing to Seller that it agrees the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice to the Department Work has achieved Substantial Completion and (B) if the Department has not approved on or disapproved the issuance before ten (10) Business Days after receipt of a Substantial Completion Certificate within 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 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, if the delay satisfied. (b) If Substantial Completion is not a result achieved on or prior to the Guaranteed Substantial Completion Date, Seller shall 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 a Concessionaire Party action or inaction(i) the date Seller achieves Substantial Completion, then such delay shall constitute a Compensation Event(ii) the date this Agreement is validly terminated, and (iii) the Concessionaire Substantial Completion Termination Trigger Date (collectively, “Delay Liquidated Damages”). Nothing in this Section 7.4(b) shall limit (A) Buyer’s rights or remedies with respect to any breach by or default of Seller of any provision of this Agreement or any Ancillary Agreement for the consequences thereof other than the failure of Substantial Completion to occur on or prior to the Guaranteed Substantial Completion Date, (B) Buyer’s remedies under Section 7.4(d) or Section 7.4(e), or (C) Buyer’s termination rights under this Agreement (and other rights and remedies under Article XXV). Delay Liquidated Damages shall be paid (1) monthly within ten (10) Business Days after the end of any month in which Delay Liquidated Damages accrue, subject to the following clause (2), and (2) on the earlier of five (5) Business Days after (x) the date of Substantial Completion as a condition of the payment of the Substantial Completion Payment Amount and (y) the date that Delay Liquidated Damages otherwise cease to accrue. (c) If Substantial Completion is not achieved on or prior to the Substantial Completion Termination Trigger Date, Buyer shall be entitled to Concessionaire Damagesterminate this Agreement by delivering a written notice to Seller (such notice, if anya “Substantial Completion Termination Notice”). The Substantial Completion Termination Notice shall designate a Termination Date, pursuant to Sections 13.02 and 13.03which shall be no earlier than the date such Substantial Completion Termination Notice is delivered by Buyer. (iiid) Subject Seller and Buyer agree that: (i) it is difficult or impossible to Section 7.15, when determine with precision the requirements for amount of damages that would or might be incurred by Buyer as a result of the failure of Substantial Completion have been to be achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a Guaranteed Substantial Completion Certificate for the New Lanes, Date; (Bii) the Department shall assume responsibility from the Concessionaire for operation and maintenance Buyer would be damaged by any failure of the New Lanes, (C) the Department shall include Seller to meet 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 14.03obligations; provided, that solely for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) it would be impracticable or difficult to fix the actual damages resulting therefrom; (iv) any sums that would be payable under Section 7.4(b) are (1) except for Buyer’s termination rights under this Agreement and other rights and remedies under Article XXV, Buyer’s sole and exclusive remedy for such failure and (b2) shall in the nature of liquidated damages, and not a penalty, and are fair and reasonable; (v) each payment represents a reasonable estimate of fair compensation for the damages that may reasonably be changed anticipated from such failure; and (vi) each of Seller and Buyer hereby irrevocably waives any right to reference claim to any court or arbitral tribunal or seek the New Lanesadjustment of any such sums.

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 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 occurred, except to the extent that its later completion will affect public safety or satisfaction of the criterion in Section 8.08(c). (e) The Concessionaire shall will provide the Department and the Independent Engineer with written notice of anticipated Substantial Completion of the applicable Project Asset at least 21 days Days prior to the such anticipated Substantial Completion Date. During such 21-day Day period, the Concessionaire, the Independent Engineer Concessionaire and the Department shall 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 Route 495 HOT Lanes in Virginia final Construction Documentation for the applicable Project and final design and construction documents Asset and the Department’s issuance of a Substantial Completion CertificateCertificate for the applicable Project Asset. In addition, the Independent Engineer shall Department will conduct an inspection of the Route 495 HOT Lanes in Virginia Project, applicable Project Asset and review of the final design and construction documentsConstruction 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 and, not later than five days following the expiration of within such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such Day period. (iif) If the Department disapproves the issuance of a Substantial Completion Certificate, then the Department shall will provide a written notice to the Concessionaire specifying in reasonable detail its reasons for such disapprovaldisapproval within ten Days of receipt of the final Construction Documentation and completion of the inspection for the applicable Project Asset, and the Concessionaire shall have a reasonable opportunity will satisfy the conditions to correct Substantial Completion that were not met for the defects or deficiencies in the Work applicable Project Asset to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently will inspect, review and investigate the applicable Project Asset and the corrective work and, if it does so, will complete such inspection, review and investigation within five Days after (i) the Concessionaire provides written notice that such work has been completed and (ii) the Department is provided access to such corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial CompletionCompletion for the applicable Project Asset, such dispute shall Dispute will be resolved in accordance with the dispute resolution procedures set forth in Section 17.06. Article 21. (g) The Concessionaire shall will 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 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 Days after such Concessionaire notice, and if the delay is not a result of a Concessionaire Party action or inaction, then such delay shall will constitute a Compensation Event, and the Concessionaire shall will be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03Section 14.01. (iiih) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia Project), (A) If the Department shall issue approves the issuance of a Substantial Completion Certificate for the New LanesCertificate, (B) the Department shall assume responsibility from the Concessionaire for operation and maintenance will provide with its Substantial Completion Certificate a Punch List of items to be completed to achieve Final Acceptance of the New Lanesapplicable Project Asset. EXECUTION VERSION – DECEMBER 5, (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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.2011

Substantial Completion. “Substantial Completion” or “Substantially Completed” as used herein shall mean all of the following have occurred: (i) The Concessionaire shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance delivery of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificate, then the Department shall provide a factually correct written notice to Tenant of the Concessionaire specifying its reasons for such disapproval, and completion of construction of the Concessionaire shall have a reasonable opportunity to correct the defects or deficiencies Tenant Improvements in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Premises substantially in accordance with the dispute resolution procedures 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 17.06. The Concessionaire shall provide 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 Department 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 if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate within Landlord shall be delayed in causing 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 work to be Substantially Completed as a result of any of the events described herein (or elsewhere in the Lease) as a Concessionaire Party action or inaction, “Tenant Delay,” then such delay shall constitute a Compensation Eventbe the responsibility of Tenant. In any such event, and the Concessionaire Substantial Completion shall be entitled deemed to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. have occurred the earlier of: (iiia) Subject to Section 7.15, when the requirements for date of 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be changed required to work on an overtime basis. For the purposes of this Tenant Work Letter, a “Tenant Delay” is defined as any delay directly or indirectly resulting from: (1) Tenant’s failure to comply with any time frames set forth herein or in the Lease (including the deadline set forth in Section 3.3.1 for Tenant’s approval of the 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 New Lanesdesign 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 of the Tenant Improvements, as reasonably determined by Landlord.

Substantial Completion. Seller shall use commercially reasonable efforts to obtain, or cause the Contractor to obtain, a building permit and all other permits, licenses and approvals of governmental authorities required for the construction, equipping and furnishing of the Hotel in accordance with the Plans and Specifications and this Contract. Seller shall diligently pursue construction of the Hotel in accordance with this Contract and, subject to Force Majeure, shall cause the Contractor to Substantially Complete the Hotel no later than 425 days after the commencement of the Review Period (i) The Concessionaire shall provide the Department and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated “Substantial Completion Date”). During such 21-day period, Seller shall notify Buyer within three (3) Business Days after the Concessionaire, occurrence of any Force Majeure and shall keep Buyer informed as to the Independent Engineer nature and extent of the Force Majeure and the Department estimated length of 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 meetnot 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, confer and exchange information on 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 regular basis with 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 goal being the Department’s orderlySubstantial Completion Date, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion CertificateDate shall be extended to the date the Hotel is Substantially Completed. In additionIf 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 Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary right (a) to determine whether Substantial Completion is achieved and, not later than five days following terminate this Contract by written notice to Seller given within three (3) Business Days after the expiration of such 21-one hundred twenty (120) day period, in which event the ▇▇▇▇▇▇▇ Money Deposit shall deliver a written report of findings and recommendations be returned to the Department and the Concessionaire. The Department may jointly Buyer as its sole remedy in connection with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 disapprovaltermination, and the Concessionaire thereafter both Buyer and Seller shall have a reasonable opportunity to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall thereupon be resolved in accordance with the 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 7.15, 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 Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a Substantial Completion Certificate for the New Lanes, (B) the Department shall assume responsibility released 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 all 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and this Contract or (b) to treat this Contract as being in full force and effect, in which event Buyer shall receive a Purchase Price credit at Closing in the amount of One Hundred Eighty Thousand Dollars ($180,000), and the Substantial Completion Date shall be changed extended to reference the New Lanesa date reasonably agreed upon in writing by Buyer and Seller.

Substantial Completion. “Substantial Completion” of the Landlord Work shall be deemed to have occurred (and the Landlord Work shall be deemed to be “Substantially Complete”), on the date that (i) The Concessionaire shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 all Landlord Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has been performed in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice terms of this Exhibit C, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s lawful use of, or access to, the Premises for first-class business office use; (ii) Landlord has obtained and delivered to the Department if the Department has not approved Tenant a permanent or disapproved the issuance temporary certificate 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 7.15, when the requirements for Substantial Completion have been achieved occupancy with respect to the New Lanes in their entirety in accordance with this Section (without regard Premises, except to the status extent the same cannot be obtained by reason of the remainder incompletion of installations or other work that is the Route 495 HOT Lanes responsibility of Tenant, such as, but not limited to, the installation and making operational of Tenant’s furniture systems and telecommunications equipment, in Virginia Project), (A) which case Landlord shall obtain the Department shall issue same within a Substantial Completion Certificate for reasonable time after 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 14.03same can be obtained; provided, that solely for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) Landlord satisfies the Delivery Conditions, as defined in Section 11 below. When Landlord believes the Landlord Work is Substantially Complete, Landlord shall notify Tenant thereof in writing and (b) Tenant’s and Landlord’s construction representatives shall at a mutually convenient date and time conduct a joint walk-through of the Premises in order to review the Landlord Work. Notwithstanding anything to the contrary herein contained, if the Landlord Work is delayed by reason of any Tenant Delay, then the Landlord Work shall be changed deemed to reference be Substantially Complete on the New Lanesday that Landlord would have achieved Substantial Completion of the Landlord Work but for such Tenant Delay. Based upon said walk-through, Landlord’s and Tenant’s construction representative shall prepare a “punch-list.” setting forth any items of the Landlord Work which are incomplete or not in accordance with the Plans or the requirements hereof, and, subject to Tenant Delays, causes beyond Landlord’s reasonable control and long-lead time items, Landlord shall complete such “punch-list” items within forty-five (45) days after such joint walk-through.

Substantial Completion. The Landlord shall notify the Tenant when “Substantial Completion” (ias defined in Section 1.1) The Concessionaire has occurred. Any such notice delivered to the Tenant pursuant to the preceding sentence (a “Substantial Completion Notice”) shall provide (a) specify the Department date the Landlord claims to be the date on which Substantial Completion, as the case may be, occurred, (b) with respect to that portion of the Landlord’s Work and Tenant Improvements delivered, set forth the Landlord’s position regarding the respective responsibilities of the Landlord and the Independent Engineer 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 anticipated 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, as the case may be, specified in such Substantial Completion at least 21 days prior Notice, the Tenant shall confirm such date in a written notice delivered to the anticipated Landlord within five (5) business days from receipt of the Substantial Completion DateNotice. During If the Tenant shall disagree with the date of Substantial Completion, as the case may be, specified in such 21-Substantial Completion Notice, the Tenant shall so notify the Landlord within such five (5) business day period, setting forth with reasonable specificity the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular Tenant’s basis with the goal being the Department’s orderly, timely inspection and review for asserting that one or more of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and criteria for Substantial Completion, as the Department’s issuance of a Substantial Completion Certificate. In additioncase may be, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion is achieved and, have not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionairebeen satisfied. The Department may jointly Landlord and Tenant shall then work together for a period of ten (10) calendar days in an effort to resolve their differences with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as respect to Substantial Completion. Should Landlord and Tenant be unable to resolve their disputes regarding Substantial Completion, such the dispute shall be resolved by the appropriate court of jurisdiction in accordance 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 dispute resolution procedures date of Substantial Completion and elects to follow the procedure set forth in Section 17.06. The Concessionaire shall provide notice this subjection (d) to resolve 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 13.03disagreement. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (i) The Concessionaire Each Building shall provide be deemed "Substantially Complete" or to have achieved "Substantial Completion" upon the Department substantial completion of the Base Building and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Tenant Improvements in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice Plans and Specifications subject only to the Department if completion of minor punch-list items that will not interfere with Tenant's use and occupancy of the Department has not approved Premises for Tenant's permitted use under the Lease. Upon substantial completion of the Tenant Improvements, Landlord shall notify Tenant in writing and, within ten (10) business days of Tenant's receipt of such notice, Landlord and Tenant shall conduct a "walk through" inspection of the Premises and prepare a punch-list of known or disapproved apparent deficiencies or incomplete work required to be corrected or completed by Landlord pursuant to the issuance Plans and Specifications. Landlord, at Landlord's sole cost and expense, shall cause all punch-list items to be repaired or completed as soon as possible, but in no event later than thirty (30) days following the walk through inspection. If Landlord fails to complete any of a Substantial Completion Certificate the punch-list items within such 21-30- day period, then Tenant, in addition to its other rights and if remedies under the Department has Lease, after giving ten (I 0) business days written notice to Landlord, shall have the right, but not notified the Concessionaire obligation, to cause such punch-list items to be completed, with the cost thereof plus ten percent (10%) for Tenant's overhead and supervision to be deducted from the next installment(s) of rent or other amounts payable by Tenant under the Lease. Latent or hidden defects shall he brought to Landlord's attention promptly upon Tenant's becoming aware of such approval defects. Landlord, at Landlord's (or disapproval within 15 days after General Contractor's where applicable) sole cost and expense, shall promptly cause such Concessionaire notice, if the delay is not a result defects to be repaired following receipt of a Concessionaire Party action or inaction, then such delay shall constitute a Compensation Eventnotice thereof, and Tenant shall have the Concessionaire shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, when the requirements for Substantial Completion have been achieved same rights with respect to the New Lanes in their entirety in accordance with this Section (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a Substantial Completion Certificate thereto as set forth herein 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesother punch-list items.

Substantial Completion. Landlord and Tenant shall cause the General Contractor to Substantially Complete (idefined below) The Concessionaire shall provide the Department Tenant Improvements in accordance with the Approved Working Drawings within a commercially reasonable time with the intention to attempt to complete such improvements by the anticipated Commencement Date of the Lease as set forth in the Lease (the “Completion Date”), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Tenant Improvements, moratoriums, governmental agencies, delays on the part of governmental agencies and weather, (b) the Independent Engineer with written notice lack of anticipated Substantial Completion at least 21 days prior availability or shortage of specialized materials used in the construction of the Tenant Improvements, (c) any matters beyond the control of Landlord, 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, and/or the Tenant Improvements (except to the anticipated Substantial Completion Dateextent 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 6 below). During such 21-day period, The Tenant Improvements shall be deemed substantially complete on the Concessionaire, date that the Independent Engineer 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 building officials of the Route 495 HOT Lanes in Virginia Project and applicable governmental agency(s) issues its final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection approval of the Route 495 HOT Lanes construction of the Tenant Improvements whether in Virginia 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 expiration form of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a final permit, certificate of occupancy or the written approval evidencing its final inspection on the building permit(s) (“Substantial Completion CertificateCompletion”, then or “Substantially Completed”, or “Substantially Complete”). Tenant hereby acknowledges and agrees that the Department shall provide a written notice term “Substantial Completion” of the Tenant Improvements as used herein will not include the completion of any work associated with Tenant’s Installations, including without limitation, Tenant’s high-pile storage requirements, Tenant’s racking systems, and work related to any requirements of governmental and regulatory agencies with respect to any of Tenant’s Installations. Except as expressly provided to the Concessionaire specifying its reasons for such disapproval, and the Concessionaire shall have a reasonable opportunity to correct the defects or deficiencies contrary in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 noticeLease, if the delay is Tenant Improvements are not deemed to be Substantially Completed on or before the scheduled Completion Date, (i) Landlord agrees to use reasonable efforts to Substantially Complete the Tenant Improvements 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 Lease or this document as a result thereof and Landlord shall have no liability to Tenant as a result of a Concessionaire Party action any delay in occupancy (whether for damages, abatement of all 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 7.15, 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 any portion of the remainder of the Route 495 HOT Lanes in Virginia ProjectRent, or otherwise), (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 (Div) except in the Concessionaire shall have no further obligations with respect event of any Tenant Delays, which will not affect the Commencement Date but will extend the Completion Date without any penalty or liability to Landlord. Notwithstanding anything to the New Lanes except contrary contained in the Lease, the Commencement Date and the Expiration Date of the Term of the Lease (as required to satisfy defined in 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (bLease) shall be changed extended commensurately by the amount of time attributable to reference Force Majeure Delays (but the New LanesCommencement Date and Expiration Date shall not be extended due to any Tenant Delays), and Landlord and Tenant shall execute a written amendment to the Lease evidencing such extensions of time. In the event that any punch list items remain after Substantial Completion has been achieved, Landlord, at Landlord’s sole cost and expense, shall use reasonable commercial efforts to complete, or cause to be completed, all such punch list items after they are identified to Landlord by Tenant in reasonable detail.

Substantial Completion. (i) The Concessionaire SUBSTANTIAL COMPLETION" shall provide occur when ---------------------- ---------------------- the Department Improvements are substantially completed as certified by the architect preparing the Shell Plans utilizing AIA document G704, Certificate of Substantial Completion, and Landlord has obtained all requisite governmental approvals relating to substantial completion such that Tenant may lawfully occupy the Independent Engineer with written notice of anticipated Building. Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodshall have occurred even though minor details of construction, the Concessionairedecoration, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documentslandscaping, and such other matters as may mechanical adjustments remain to be necessary to determine whether completed by Landlord. When the Certificate of Substantial Completion is achieved andissued, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department Landlord and the Concessionairearchitect 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. The Department 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 jointly with terminate this Lease ---------------- by delivering written notice thereof to Landlord (a "TERMINATION NOTICE") before ------------------ the Independent Engineer earlier of (a) ten days after the Termination Date or independently conduct such inspection, review and investigation within such period. (iib) If the Department disapproves date of Substantial Completion. "FORCE MAJEURE DELAY DAYS" means the issuance number of days ------------------------ of delay for Substantial Completion caused by Force Majeure Events. "TENANT ------ DELAY DAYS" means the number of days of delay for Substantial Completion caused ---------- by (1) any acts of a Tenant Party, (2) changes requested by Tenant in the approved Shell Plans or approved Interior Drawings, or (3) any specifications by Tenant of materials or installations which are not readily available. If Substantial Completion Certificateis delayed because of Tenant Delay Days, then the Department Commencement Date shall provide a written notice to not be extended, but rather shall start on the Concessionaire specifying its reasons date on which Substantial Completion would have occurred but 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 relatesdelay days. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute termination right herein provided shall be resolved in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice Tenant's sole remedy for Landlord's failure to the Department if the Department has not approved or disapproved the issuance of a cause Substantial Completion Certificate within such 21-day period, and if to occur by 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 13.03Termination Date. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. The Tenant Improvements shall be deemed “Substantially Complete” (and “Substantial Completion” shall be deemed to have occurred) upon the date upon which (i) The Concessionaire shall provide construction of the Department and Tenant Improvements in the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior Premises has been substantially completed pursuant to the anticipated Substantial Completion Date. During such 21-day periodConstruction Documents, the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular basis with the goal being the Department’s orderlyexception of any minor punch list items (which punch list items shall be approved by Tenant) and any Tenant fixtures, timely inspection and review of the Route 495 HOT Lanes work-stations, built-in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In additionfurniture, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Projector equipment to be installed by Tenant, 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If a temporary or permanent certificate of occupancy or other equivalent approval from the Department disapproves local governmental authority has been issued permitting occupancy of the issuance Premises (such as sign off on the building inspection cards or a “safe to occupy” approval) for the Permitted Use (excluding any Tenant-required validation of a Substantial Completion CertificateTenant’s facilities), then the Department shall provide a written notice (iii) Tenant has access to the Concessionaire specifying its reasons for such disapprovalPremises from the parking facilities and has access and use of the parking facilities, and (iv) all building systems serving the Concessionaire shall have a reasonable opportunity Premises are complete and Landlord is providing service to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Premises in accordance with the dispute resolution procedures set forth Lease. If there shall be a delay 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 of the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire notice, if the delay is not Tenant Improvements as 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.of: (iiia) Subject to Section 7.15Tenant’s request for materials, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and finishes or installations other than those readily available; (b) Tenant’s request to deviate from the Finish Options; (c) Tenant’s changes in the Construction 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 “Tenant Delay”), then the Commencement Date of the Term of this Lease shall be changed 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 enjoyment of the Premises remain to reference the New Lanesbe performed (items normally referred to as “punch list” items).

Substantial Completion. ‌ (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when ▇▇▇▇▇▇ considers that the Work has achieved Substantial Completion, Seller shall certify the same to Buyer in writing (and, as provided in Section 7.5(a), shall include with such certification a copy of its proposed Punchlist). Buyer shall, within ten (10) Business Days after receipt of such certification, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If notify Seller in writing that it does not agree that the Department disapproves the issuance of a Work has achieved Substantial Completion Certificateand 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, then the Department Seller shall provide a written notice to the Concessionaire specifying its reasons for such disapproval, address and the Concessionaire shall have a reasonable opportunity to correct the defects or 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 which Buyer. For the Departmentpurposes of determining Seller’s disapproval relates. The Department may jointly with obligation to pay liquidated damages pursuant to Section 7.3(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.3(c), the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute Work shall be resolved in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice deemed to the Department if the Department has not approved or disapproved the issuance of a have achieved Substantial Completion Certificate within such 21-day period, and if on the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire notice, if the delay is not date Seller issues to Buyer 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 7.15, when the requirements written certification that all conditions for Substantial Completion have been met, unless 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 with respect to Substantial Completion on the New Lanes in their entirety in accordance with this Section (without regard to the status earlier of the remainder of the Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a date Buyer confirms in writing to Seller that it agrees the Work has achieved Substantial Completion Certificate for the New Lanes, 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 Department 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 assume responsibility from pay to Buyer, as liquidated damages and the Concessionaire exclusive remedy of Buyer for operation and maintenance 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 New Lanesdate Seller achieves Substantial Completion, (Cii) the Department shall include such constructed New Lanes as part of the State Highway systemdate this Agreement is validly terminated, 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) the Substantial Completion 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 Seller of any provision of this Agreement or any Ancillary Agreement. Seller and Buyer agree that the failure of Seller to achieve Substantial Completion on or prior to the Guaranteed Substantial Completion Date shall not constitute, in and of itself, such a breach or default. Seller and ▇▇▇▇▇ 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 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 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 (bii) 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 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 not achieved on or prior to the Substantial Completion Termination Trigger Date, Buyer shall be changed entitled to reference 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 New Lanesdate such Substantial Completion Termination Notice is delivered by Buyer.

Substantial Completion. As used herein, “Substantial Completion” shall mean (and Floor 32 shall be deemed “Substantially Complete”) when (i) The Concessionaire shall provide the Department and City of Seattle has given final approval in writing that all Floor 32 TI Work under the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodconstruction permit has been completed, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If installation of 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 Floor 32 TI Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has occurred in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice Working Drawings, subject only to the Department if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate within such 21punch-day periodlist items described below, 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) basic services as required under the Lease are available to Floor 32. Notwithstanding the foregoing, Substantial Completion shall be changed deemed to reference have occurred on the New Lanesdate on which Tenant takes occupancy of Floor 32 and commences to do business therein. Substantial Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be completed. Immediately before Tenant occupies any portion of Floor 32, Landlord shall walk the portion of Floor 32 and create a punch-list of incomplete and defective items, and provide a copy of the punch-list to Tenant. Within thirty (30) days after Tenant commences occupancy of Floor 32, Landlord, Tenant, and the Tenant’s Architect shall prepare a “punch-list” which shall consist of the items that have not 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. Tenant shall require reasonable retainage in the TI Construction Contract and shall not release all of the retainage to the TI Contractor until such time as Tenant reasonably believes all punch-list items have been completed. Release of any retainage shall not release or relieve Tenant of the obligation to cause all punch-list items to be completed and Floor 32 to be in the condition as required under this Lease.

Substantial Completion. (ia) The Concessionaire Landlord shall provide use reasonable efforts to Substantially Complete that portion of the Department Office Improvements related to Tenant's computer room (said computer room being shown on EXHIBIT B-4 attached hereto) and the Independent Engineer with written notice Warehouse Items (said portion of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer Office Improvements and the Department shall meetWarehouse Items being referred to hereinafter, confer and exchange information collectively, as the "Phase I Improvements") on a regular basis with the goal being the Department’s orderlyor before November 24, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition2003, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and as such other matters as date may be necessary extended due to determine whether Substantial Completion is achieved andForce Majeure or Tenant Delay (the "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 later than five days following 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to Phase I Improvements on or before the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such periodPhase I Date. (iib) If Without limiting subsection (a) above, Landlord shall use reasonable efforts to Substantially Complete the Department disapproves remainder of the issuance of a Substantial Completion CertificateOffice Improvements (the "Phase II Improvements") on or before the Target Commencement Date, then as such date may be extended due to Force Majeure or Tenant Delay (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work"Phase II Date"). If Landlord fails to Substantially Complete the Department 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 Concessionaire cannot, despite good faith efforts, agree Phase II Improvements are not Substantially Complete. Except as to Substantial Completion, such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire this subsection (b), no liability whatsoever shall provide notice arise or accrue against Landlord by reason its failure to Substantially Complete the Department if Phase II Improvements on or before 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 13.03Phase II Date. (iiic) Subject to Section 7.15For purposes hereof, when the requirements for Substantial Completion have been achieved (or any grammatical variation thereof) shall mean, with respect to the New Lanes in their entirety in accordance with this Section (without regard to the status Phase I Improvements only, completion of construction of the remainder Phase I Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Route 495 HOT Lanes in Virginia Project)Phase I Improvements. For purposes hereof, (A) the Department shall issue a Substantial Completion Certificate for the New Lanes(or any grammatical variation thereof) shall mean, (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 Phase II Improvements only, completion of 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 required established by the delivery by Landlord 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 Tenant of a certificate of occupancy for the purpose of processing such Final Acceptance, all references Premises issued by the appropriate governmental authority. Notwithstanding anything to the Route 495 HOT Lanes 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 hereinafter defined), then, for purposes of determining the Commencement Date, Substantial Completion 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 Virginia Project in Section 7.13(a)(iithe completion of the Tenant Improvements attributable to Tenant, including, without limitation (i) and 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 (bvi) shall be changed to reference the New Lanesany other act or omission of Tenant.

Substantial Completion. (a) Developer shall give Mall II Buyer quarterly updates of the progress of construction of the Mall Improvements and the Palazzo Casino Resort and monthly updates for the six (6) months immediately preceding the date on which Developer expects to achieve Substantial Completion. Developer shall achieve Substantial Completion by the date that is the earlier of (i) The Concessionaire shall provide thirty-six (36) months after the Department date on which sufficient permits are received to allow Developer to begin construction in compliance with Legal Requirements and (ii) March 1, 2008, as the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior same may be extended due to Force Majeure, Construction Delays or Buyer Delays (the anticipated "Outside Substantial Completion Date"). During such 21-day periodIn the event that, the Concessionairedespite Developer's diligent efforts, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, has not occurred by the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether Outside Substantial Completion is achieved and, not later than five days following Date and Developer shall nevertheless be endeavoring diligently to complete the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion CertificateMall Improvements, 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree so long as to Substantial Completion, such dispute shall be resolved in accordance with the 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 Mall II Buyer is not a result in default of a Concessionaire Party action or inactionany obligations under this Agreement, then such delay shall constitute a Compensation Event, and the Concessionaire Mall II Buyer shall be entitled to Concessionaire liquidated damages (the "Interim Liquidated Damages") in the amount of $5,000 per day for each day after the Outside Substantial Completion Date on which Substantial Completion has not occurred up to and including the date that is six (6) months after the Outside Substantial Completion Date and $10,000 per day for each day from and after said date to and including the date that is one (1) year after the Outside Substantial Completion Date on which Substantial Completion has not occurred. During the one year period during which Interim Liquidated Damages are payable, if anyDeveloper shall also reimburse Mall II Buyer for actual out-of-pocket damages incurred and paid to Tenants under said Tenant's Leases (including any reduced rent, pursuant to Sections 13.02 and 13.03rent abatements or other rent concessions under said Tenant's Leases) resulting from Developer's delay in achieving Substantial Completion ("Lease Damages"). (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been achieved with respect has not occurred on or before the date that is one (1) year after the Outside Substantial Completion Date, subject to extension for Force Majeure, Construction Delays and Buyer Delays, then Mall II Buyer and Developer agree that it would be impracticable and extremely difficult to ascertain the New Lanes in their entirety in accordance with this Section (without regard actual damage to the status Mall II Buyer as a result of the remainder failure of Developer to achieve Substantial Completion by such date and that the Buyer Liquidated Damages Amount is a reasonable estimate of the Route 495 HOT Lanes damages which Mall II Buyer will incur as a result of such failure and, in Virginia Project)such an event, (A) Developer shall pay to Mall II Buyer the Department shall issue a Substantial Completion Certificate for the New Lanes, (B) the Department shall assume responsibility from the Concessionaire for operation Buyer Liquidated Damages Amount 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) Developer shall be changed responsible to reference pay the New LanesLease Damages. The "Buyer Liquidated Damages Amount" as used in this Agreement shall mean one hundred million dollars ($100,000,000).

Substantial Completion. (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 been completed in substantial conformity with the Fifth Floor Expansion Space Leasehold Plans as evidenced by the Fifth Floor Expansion Space Leasehold Architect’s issuance of a certificate of substantial completion (the issuance thereof not to be 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 been successfully completed, and that an application therefor has been submitted). (b) Notwithstanding the foregoing, if Landlord shall be delayed in completing the Fifth Floor Expansion Space Leasehold Work as a result of: (i) The Concessionaire Tenant’s failure to 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 provide be deemed to have been substantially completed on the Department date that they would have been substantially completed if such delay or delays (each of which is referred to herein as a “Tenant 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 Independent Engineer 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 written notice such efforts (whether or not such efforts are ultimately successful). (c) The term “Long Lead Item” shall mean any item or material element of anticipated Substantial Completion the 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 least 21 days the Fifth Floor Expansion Space in time to be completed and installed prior to the anticipated Substantial Completion Date. During such 21-day periodoccupancy date (i.e., the ConcessionaireJanuary 1, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period2009). (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (a) Developer shall give Mall II Buyer quarterly updates of the progress of construction of the Mall Improvements and the Palazzo Casino Resort and monthly updates for the six (6) months immediately preceding the date on which Developer expects to achieve Substantial Completion. Developer shall achieve Substantial Completion by the date that is the earlier of (i) The Concessionaire shall provide thirty-six (36) months after the Department date on which sufficient permits are received to allow Developer to begin construction in compliance with Legal Requirements and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If March 1, 2008, as the Department disapproves same may be extended due to Force Majeure, Construction Delays or Buyer Delays (the issuance of a "OUTSIDE SUBSTANTIAL COMPLETION DATE"). In the event that, despite Developer's diligent efforts, Substantial Completion Certificatehas not occurred by the Outside Substantial Completion Date and Developer shall nevertheless be endeavoring diligently to complete the Mall Improvements, 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree so long as to Substantial Completion, such dispute shall be resolved in accordance with the 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 Mall II Buyer is not a result in default of a Concessionaire Party action or inactionany obligations under this Agreement, then such delay shall constitute a Compensation Event, and the Concessionaire Mall II Buyer shall be entitled to Concessionaire Damagesliquidated damages (the "INTERIM LIQUIDATED DAMAGES") in the amount of $5,000 per day for each day after the Outside Substantial Completion Date on which Substantial Completion has not occurred up to and including the date that is six (6) months after the Outside Substantial Completion Date and $10,000 per day for each day from and after said date to and including the date that is one (1) year after the Outside Substantial Completion Date on which Substantial Completion has not occurred. During the one year period during which Interim Liquidated Damages are payable, if anyDeveloper shall also reimburse Mall II Buyer for actual out-of-pocket damages incurred and paid to Tenants under said Tenant's Leases (including any reduced rent, pursuant to Sections 13.02 and 13.03rent abatements or other rent concessions under said Tenant's Leases) resulting from Developer's delay in achieving Substantial Completion ("LEASE DAMAGES"). (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been achieved with respect has not occurred on or before the date that is one (1) year after the Outside Substantial Completion Date, subject to extension for Force Majeure, Construction Delays and Buyer Delays, then Mall II Buyer and Developer agree that it would be impracticable and extremely difficult to ascertain the New Lanes in their entirety in accordance with this Section (without regard actual damage to the status Mall II Buyer as a result of the remainder failure of Developer to achieve Substantial Completion by such date and that the Buyer Liquidated Damages Amount is a reasonable estimate of the Route 495 HOT Lanes damages which Mall II Buyer will incur as a result of such failure and, in Virginia Project)such an event, (A) Developer shall pay to Mall II Buyer the Department shall issue a Substantial Completion Certificate for the New Lanes, (B) the Department shall assume responsibility from the Concessionaire for operation Buyer Liquidated Damages Amount 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) Developer shall be changed responsible to reference pay the New LanesLease Damages. The "BUYER LIQUIDATED DAMAGES AMOUNT" as used in this Agreement shall mean one hundred million dollars ($100,000,000).

Substantial Completion. The following are conditions precedent to Substantial Completion: (a) Owner has received copies of all Contractor Acquired Permits and associated approvals required to be obtained by Contractor pursuant to Section 3.8; (b) Owner has received all Contractor Deliverables required to be delivered by Substantial Completion in accordance with the Contractor Submittals Table, including all Required Manuals necessary to operate the Project in a safe and reliable manner; (c) Contractor has certified by a Notice to Owner that all training of Operating Personnel is complete; (d) the Punchlist shall have been finalized or deemed completed as provided in Section 14.1.1; subject to the addition of further Punchlist items pursuant to Section 14.1.1; EXECUTION COPY (e) Contractor shall have achieved Mechanical Completion as evidenced by an Owner’s Certificate of Mechanical Completion; (f) all Work, including interconnection of the Common Facilities and correction of any Defects identified during the preparation of the Punchlist or during any testing, but not including the items listed on the Punchlist, shall have been completed; (g) each of the following have been satisfied: (i) The Concessionaire shall provide the Department and the Independent Engineer with written notice of anticipated each Acceptance Test that is required to be run for Substantial Completion at least 21 days prior pursuant to Part I, Section 8.3, Table 8-2 of the anticipated Substantial Completion Date. During such 21-day periodScope Book, the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular basis has been completed in accordance with the goal being the Department’s orderlytest procedures as set forth in Part I, timely inspection and review Section 8.2 of the Route 495 HOT Lanes in Virginia Project Scope Book, including such procedures as have been developed and final design mutually agreed to Owner and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion is achieved Contractor; and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves Project shall have achieved the issuance of a Performance Guarantees (except for those Emissions Guarantees that will not be tested until after Substantial Completion Certificatepursuant to Part I, then Section 8.1.5, Table 1 of the Department shall provide a written notice to Scope Book, the Concessionaire specifying its reasons for such disapprovalAmmonia Consumption Rate Guarantee, and the Concessionaire Limestone Consumption Rate Guarantee), or the Project shall have a reasonable opportunity achieved the Minimum Performance Criteria; (h) Contractor shall have licensed all Intellectual Property Rights to correct the defects Owner; and (i) all operational spare parts to be purchased or deficiencies in the Work reconditioned by Contractor pursuant to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer Section 3.20.3 have, as applicable, been reconditioned or independently inspectbeen delivered or purchased for delivery to Owner free and clear of any liens, review claims, charges, security interests and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 periodencumbrances whatsoever, 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 7.15, when the requirements for Substantial Completion all special tools have been achieved with respect turned over to the New Lanes in their entirety in accordance with this Section (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesOwner.

Substantial Completion. (i) The Concessionaire shall provide the Department and the Independent Engineer with written notice For purposes of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodthis Sublease, the Concessionaire, the Independent Engineer terms “Substantially Complete” and the Department “Substantial Completion” (or any variation thereof) shall meet, confer and exchange information on a regular basis with the goal being the Department’s orderly, timely inspection and review mean completion of construction of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the DepartmentSublessor’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the dispute resolution procedures set forth Approved Plans as modified by any change orders approved by Sublessee, subject only to Punchlist items established pursuant to Section 4.4 above, evidence of payment by Sublessor of all costs in Section 17.06. The Concessionaire shall provide notice connection with such construction, including without limitation final lien release and waivers from each contractor, subcontractor, material supplier and labor supplier providing services and materials to the Department if Subleased Premises for the Department has not approved or disapproved Sublessor’s Work, final inspection of the Sublessor’s Work by the governmental authority having jurisdiction; recordation of a Notice of Completion and the lapse of thirty-five (35) days from the date of recording the Notice; issuance of permanent certificates of occupancy if required for Sublessee to legally occupy the Subleased Premises and each Phase thereof; and the delivery to Sublessee copies of all construction warranties and guarantees in connection with the Sublessor’s Work which Sublessee is required to maintain under the terms of this Sublease and the delivery by Sublessor to Sublessee of a Certificate of Substantial Completion Certificate within such 21-day period, and if for the Department has not notified Improvements on Standard AIA Form G-704 certified by Sublessor’s architect. In the Concessionaire of such approval or disapproval within 15 days after such Concessionaire notice, if the delay event Substantial Completion is not a result delayed because of a Concessionaire Party action or inaction, then such change order approved by Sublessee which also resulted in a delay shall constitute a Compensation Event, and of the Concessionaire shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, when the requirements date set for Substantial Completion have been achieved with respect as advised by Sublessor prior to the New Lanes in their entirety in accordance with this Section (without regard to the status Sublessee’s approval of the remainder of the Route 495 HOT Lanes in Virginia Projectchange order (“Sublessee Delay”), (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 then for the purpose of processing such Final Acceptance, all references establishing the First Phase Delivery Date or Second Phase Delivery Date and any other date tied to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) date of Substantial Completion, Substantial Completion shall be changed deemed to reference mean the New Lanesdate when Substantial Completion would have been achieved but for such Sublessee Delay.

Substantial Completion. ‌ (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit Z (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, within ten (10) Business Days after receipt of such Substantial Completion Certificate, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Department disapproves Work or that served as the issuance basis for Bu▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion 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 within ten (10) Business Days after receipt 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 Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to which clause (ii) above, the Department’s disapproval relates. The Department may jointly with tenth (10th) Business Day after Seller issues the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as Substantial Completion Certificate to Substantial Completion, such dispute shall be resolved 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 (1) if Buyer does not 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 Seller’s Substantial Completion Certificate within as provided above, the date Seller issues to Buyer such 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)51 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,

Substantial Completion. As used herein, the term “Substantially Complete”, “Substantially Completed” or “Substantial Completion” shall mean the later to occur of (i) The Concessionaire shall provide the Department 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 Independent Engineer with 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 of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Tenant of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance occurrence of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection such particular delay within seven (7) days of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion date on which Landlord is achieved and, not later than five days following the expiration aware of such 21-day periodparticular delay. Landlord shall notify Tenant in writing when Landlord in good faith believes that T▇▇▇▇▇’s Work is Substantially Complete. Within three (3) Business Days after the giving of such notice to T▇▇▇▇▇, Landlord, L▇▇▇▇▇▇▇’s architect, T▇▇▇▇▇ and T▇▇▇▇▇’s architect shall deliver a written report jointly inspect the Premises and develop the list of findings punch list items that can be completed without unreasonable interference with T▇▇▇▇▇’s use and recommendations 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 the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct attend such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance determination of a Substantial Completion CertificateLandlord’s architect, then the Department shall provide a written notice acting reasonably, as to the Concessionaire specifying its reasons for such disapprovalwhether 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 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to date of Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit Y (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, within ten (10) Business Days after receipt of such Substantial Completion Certificate, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Department disapproves Work or that served as the issuance basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion 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 within ten (10) Business Days after receipt 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 Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to which clause (ii) above, the Department’s disapproval relates. The Department may jointly with tenth (10th) Business Day after Seller issues the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as Substantial Completion Certificate to Substantial Completion, such dispute shall be resolved 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 (1) if Buyer does not 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 Seller’s Substantial Completion Certificate within as provided above, the date Seller issues to Buyer such 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)51 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,

Substantial Completion. Substantial Completion shall be the earlier of ---------------------- (i) The Concessionaire shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion CertificateTemporary Certificate of Occupancy or its equivalent, then from the Department shall provide a appropriate governmental authority enabling Tenant to install its furnishings and equipment for the entire Leased Premises subject only to an written notice to the Concessionaire specifying its reasons for such disapprovalagreed punch list signed by Landlord and Tenant, 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 (ii) upon the issuance of a Substantial Completion Certificate within by the Architect that the cost to complete the Tenant Finish Work will not exceed three percent (3%) of the total cost therefor subject to Tenant being able to install its furnishings and equipment for the entire Leased Premises and a written agreed punch list signed by Landlord and Tenant. Upon completion of the Tenant Finish Work in the Leased Premises, the Landlord, Tenant and Architect shall conduct a final walk-through in such 21Leased Premises to develop a punch list. Landlord shall give Tenant three (3) business days prior notice of such intended walk-day periodthrough, and, so long as the intended walk-through is during normal business hours, failure of the Tenant to attend shall not prevent the compilation of the punch list for such Leased Premises by the Architect and Landlord. During or promptly after each such walk-through, the Architect will assign a cost to each item on the punch list, and if certify his figures. If the Department has aggregate cost of the outstanding matters on such punch list exceeds three percent (3%) of the total cost for the Tenant Finish Work, the Leased Premises shall 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 Eventbe deemed to be Substantially Complete, and the Concessionaire another walk-through shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, when done after another prior notice thereof by Landlord. If 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 aggregate cost of the remainder outstanding matters on such punch list is equal to or less than three percent (3%) of the Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a Substantial Completion Certificate total cost 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 Tenant Finish Work for the purpose of processing such Final AcceptanceLeased Premises, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) Tenant Finish Work shall be changed deemed to reference the New Lanesbe Substantially Complete.

Substantial Completion. (i) The Concessionaire shall provide If the Department and Building Shell Improvements are not Substantially Completed by the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Estimated Substantial Completion Date. During such 21-day period, then the Concessionaire, the Independent Engineer and the Department Lease Commencement Date shall meet, confer and exchange information on a regular basis with the goal being the Department’s orderly, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 one hundred eighty (180) days following the expiration date the Building Shell Improvements would have been Substantially Completed but for any Tenant Delay, subject to the provisions of Section 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 21improvements are completed, except for minor items of work (e.g., pick-day periodup, "punch list" work, etc.) that can be completed with only minor interference with construction and installation of the Tenant Improvements, which shall deliver be itemized on a punch list and completed by Landlord within sixty (60) days following the date of Substantial Completion of the Building Shell Improvements, (b) the Clark County Building Department has conducted its final inspection ▇▇ ▇▇l Building Shell Improvements, has provided its approval thereof, and has issued a Certificate of Completion therefor, and (c) upon written report notice from Landlord to Tenant of findings the foregoing, accompanied by a copy of such Certificate of Completion and recommendations to expressly granting Tenant possession and occupancy of the Department Building Shell Improvements ("SUBSTANTIALLY COMPLETED" or "SUBSTANTIAL COMPLETION" of the Building Shell Improvements, or similar phrase). For purposes of this Lease , the Tenant Improvements shall be Substantially Completed when (a) all of such improvements are completed, except for minor items of work (e.g., pick-up, "punchlist work," etc.) that can be completed with only minor interference with Tenant's conduct of business at the Property, and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (iib) 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 final unconditional Certificate 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 7.15, 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 Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a Substantial Completion Certificate Occupancy 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesProperty.

Substantial Completion. The Landlord shall notify the Tenant when "Substantial Completion" (ias defined in Section 1.1) The Concessionaire has occurred. Any such notice delivered to the Tenant pursuant to the preceding sentence (a "Substantial Completion Notice") shall provide (a) specify the Department date the Landlord claims to be the date on which Substantial Completion, as the case may be, occurred, (b) with respect to that portion of the Landlord's Work and Tenant Improvements delivered, set forth the Landlord's position regarding the respective responsibilities of the Landlord and the Independent Engineer 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 anticipated 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, as the case may be, specified in such Substantial Completion at least 21 days prior Notice, the Tenant shall confirm such date in a written notice delivered to the anticipated Landlord within five (5) business days from receipt of the Substantial Completion DateNotice. During If the Tenant shall disagree with the date of Substantial Completion, as the case may be, specified in such 21-Substantial Completion Notice, the Tenant shall so notify the Landlord within such five (5) business day period, setting forth with reasonable specificity the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular Tenant's basis with the goal being the Department’s orderly, timely inspection and review for asserting that one or more of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and criteria for Substantial Completion, as the Department’s issuance of a Substantial Completion Certificate. In additioncase may be, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion is achieved and, have not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionairebeen satisfied. The Department may jointly Landlord and Tenant shall then work together for a period of ten (10) calendar days in an effort to resolve their differences with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as respect to Substantial Completion. Should Landlord and Tenant be unable to resolve their disputes regarding Substantial Completion, such the dispute shall be resolved by the appropriate court of jurisdiction in accordance 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 dispute resolution procedures date of Substantial Completion and elects to follow the procedure set forth in Section 17.06. The Concessionaire shall provide notice this subjection (d) to resolve 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 13.03disagreement. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. “Substantial Completion” (iand any correlative variations thereof) The Concessionaire of the Warm Shell Improvements shall provide be not be deemed to occur until (a) the Department Building shells, the Building lobbies, the entrances, stairways and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior access ways for access to the anticipated Substantial Completion Date. During such 21-day periodBuildings, the Concessionaire, the Independent Engineer 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 all of the Route 495 HOT Lanes other Warn Shell Improvements described in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documentsFinal Warm Shell Plans have been completed, and such other matters as may be necessary to determine whether Substantial Completion is achieved and, not later than five days following Landlord’s architect (“Landlord’s Architect”) has certified in writing that the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Warm Shell Improvements have a reasonable opportunity to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved been completed in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire Final Warm Shell Plans, except for finishing details, minor omissions, decorations and mechanical adjustments of the type normally found on an architectural “punch list” (which Landlord shall provide notice use commercially reasonable efforts to cause to be completed within thirty (30) days after Substantial Completion); (b) all utilities systems serving the Premises, life safety support systems, including fire sprinklers and safety auditory systems, all heating, ventilating and air conditioning systems serving the Premises, except to the extent such items may be included in Tenant’s Tenant Improvements, and Building elevators have been installed and are operating; (c) all necessary governmental inspections of the Warm Shell Improvements have been obtained and approved; (d) the Premises are in such a state of completion that, upon completion of the Tenant Improvements, the requirements necessary to obtain approval for occupancy of the Premises from applicable governmental authorities (including approval from the Building Department if and Fire Department of the Department has City of Sunnyvale for Tenant to occupy the Premises) have been satisfied; and (e) subject to minor items which do not approved or disapproved materially affect the issuance usability of a the Building, the Common Areas serving the Building are sufficiently complete to be usable by Tenant’s employees and customers (subject to completion of Tenant’s Tenant Improvements), but which Landlord shall use commercially reasonable efforts to cause to be completed within thirty (30) days after Substantial Completion. Upon Substantial Completion Certificate of the Warm Shell Improvements, Landlord and Tenant shall arrange a mutually convenient time, no later than five (5) business days after the Substantial Completion date, for Tenant and/or Tenant’s Architect (as defined below) and Landlord and/or Landlord’s Architect to conduct a walk-through inspection of the Warm Shell Improvements. During the inspection, Landlord’s Architect shall compile a punchlist of items yet to be completed. Landlord shall use commercially reasonable efforts to complete the punchlist items within such 21thirty (30) days following the walk-day periodthrough, and if any unreasonable interference with the Department has not notified construction of the Concessionaire of such approval or disapproval within 15 days after such Concessionaire notice, if Tenant Improvements while completing the delay is not a result of a Concessionaire Party action or inaction, then such delay punchlist work shall constitute a Compensation Event, and the Concessionaire shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03Landlord Delay. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (i) The Concessionaire If Landlord shall provide the Department and the Independent Engineer with written notice be delayed in substantial completion as a result of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion CertificateTenant Delays, then the Department Commencement Date, and Tenant's obligation to begin paying Base Rent and Additional Charges, shall provide be adjusted to reflect what the Commencement Date would have been if there had been no Tenant Delays. Notwithstanding the forgoing, if Tenant Delays occur and, as a result thereof, Landlord reasonably anticipates that Substantial Completion will not occur on or before the Scheduled Commencement Date, then at Landlord's sole election and in addition to any other remedies that may be available to Landlord under the Lease or at law or in equity, at Landlord's written notice request Tenant shall commence payment of Base Rent and Additional Charges on the date one month following the Scheduled Commencement Date. If Landlord makes such election, then the installment of Base Rent, and any installments of any components of Additional Charges, that are first due after Substantial Completion occurs shall be adjusted to reflect the actual Commencement Date. Landlord's election, as set forth above, shall not constitute a waiver of any default by Tenant or any other remedy available to Landlord as a result thereof, to the Concessionaire specifying its reasons for such disapproval, and extent the Concessionaire shall have circumstances giving rise to a reasonable opportunity to correct Tenant Delay constitute a default by Tenant hereunder or under the defects or deficiencies in the Work to which the Department’s disapproval relatesLease. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 Within seven (7) days after such Concessionaire noticewritten request of Landlord, if Tenant agrees to give Landlord a letter confirming the delay is not a result of a Concessionaire Party action or inaction, then such delay shall constitute a Compensation Event, Commencement Date and the Concessionaire shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 certifying that Tenant has accepted delivery of the remainder Premises and that the condition of the Route 495 HOT Lanes in Virginia Project)Premises complies with Landlord's obligations hereunder. EXHIBIT "B" 6 66 EXHIBIT "B-1" ------------------------------------------------------------------------------- LANDLORD'S PLANS The plans and specifications related to Two Circle Star Way as drawn or assembled by Kenn▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇artners, (A) the Department shall issue a Substantial Completion Certificate for the New LanesInc. as called out below: GENERAL A0.0 COVER SHEET A0.1 GENERAL INFORMATION SHEET/ 1/22/98 TITLE 24 ENERGY COMPLIANCE 1/22/98 CIVIL C0.2 STORM WATER POLLUTION PREVENTION PLAN 11/14/97 C1.1 LAYOUT AND PAVING PLAN 12/19/97 C1.2 LAYOUT AND PAVING PLAN 11/14/97 C2.1 GRADING PLAN 11/14/97 C2.2 GRADING PLAN 11/14/97 C3.1 UTILITY PLAN 11/14/97 C3.2 UTILITY PLAN 11/14/97 C4.1 DETAILS 11/14/97 C4.2 DETAILS 11/14/97 C4.3 DETAILS 12/19/97 ARCHITECTURAL A2.1 BUILDING ONE FIRST FLOOR PLAN 2/26/98 A2.2 BUILDING ONE SECOND FLOOR PLAN 1/22/98 A2.3 BUILDING ONE THIRD FLOOR PLAN 1/22/98 A2.4 BUILDING ONE FOURTH FLOOR PLAN 1/22/98 A2.5 ENLARGED CORE PLAN 1/22/98 A2.6 ENLARGED BATHROOM PLANS 1/22/98 A3.1 BUILDING ONE ROOF PLAN 1/22/98 A4.1 BUILDING ONE ELEVATIONS 2/26/98 A4.2 BUILDING ONE ELEVATIONS 1/22/98 A5.1 BUILDING SECTION 1/22/98 A5.2 TYPICAL WALL SECTIONS 1/22/98 A7.1 REFLECTED CEILING PLANS 3/5/97 A7.2 ENLARGED STAIR PLANS AND SECTIONS 1/22/98 A7.3 ENLARGED ELEVATOR PLANS AND SECTIONS 1/22/98 A7.4 DOOR AND HARDWARE SCHEDULE/ROOM 3/11/98 FINISH SCHEDULE A8.1 EXTERIOR DETAILS 1/22/98 A8.2 DOOR/WINDOW DETAILS 1/22/98 A8.3 ROOF DETAILS 1/22/98 A9.1 WALL TYPES 1/22/98 A9.2 INTERIOR DETAILS 1/22/98 EXHIBIT "B-1" 1 67 A9.3 UL ASSEMBLIES 11/14/97 STRUCTURAL S0.1 GENERAL NOTES 10/6/97 S2.1 BUILDING ONE FOUNDATION/FIRST 10/6/97 FLOOR FRAMING PLAN S2.2 BUILDING ONE 2ND FLR. FRAMING PLAN 10/6/97 S2.3 BUILDING ONE 3RD FLR. FRAMING PLAN 10/6/97 S2.4 BUILDING ONE 4TH FLR. FRAMING PLAN 10/6/97 S2.5 BUILDING ONE ROOF FRAMING PLAN 10/6/97 S2.5A BUILDING ONE ROOF SCREEN/SLAB 10/6/97 REINFORCING PLAN S3.1 TYPICAL CONCRETE DETAILS 7/23/97 S3.2 CONCRETE DETAILS NO. 1 10/6/97 S3.3 CONCRETE DETAILS NO. 2 10/6/97 S3.4 CONCRETE DETAILS NO. 3 10/6/97 S5.1 TYPICAL METAL DECK DETAILS NO. 1 10/6/97 S5.2 TYPICAL METAL DECK DETAILS NO. 2 10/6/97 S5.3 TYPICAL STEEL DETAILS 10/6/97 S5.4 COLUMN SCHEDULE AND DETAILS 10/6/97 S5.5 BRACED FRAME ELEVATIONS AND DETAILS 10/6/97 S5.6 STEEL DETAILS NO. 1 10/6/97 S5.7 STEEL DETAILS NO. 2 10/6/97 S9.1 PRECAST PANEL SUPPORT PLAN 10/6/97 S9.2 PRECAST PANEL SUPPORT PLAN 7/30/97 S9.3 PRECAST PANEL SUPPORT DETAILS 10/6/▇▇ ▇▇▇▇▇▇▇▇▇ ▇-▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ES AND LEGEND 2/6/98 L-2 PHASE ONE LAYOUT AND GRADING PLAN 2/6/98 L-3 PHASE ONE PLATING PLAN 2/6/98 L-4 PHASE ONE IRRIGATION 2/6/98 L-5 PHASE ONE DETAILS 7/28/97 L-6 PHASE ONE DETAILS 11/26/97 L-7 PHASE ONE DETAILS 2/6/98 MECHANICAL AC0.01 TITLE 24, (B) the Department shall assume responsibility from the Concessionaire for operation and maintenance of the New LanesDRAWING SCHEDULE, (C) the Department shall include such constructed New Lanes as part of the State Highway systemMANDATORY 3/10/98 MEASURES, 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.AND GENERAL NOTES 3/10/98 AC0.02 EQUIPMENT SCHEDULE 3/10/98 AC1.01 FIRST FLOOR HVAC PLAN 3/10/98 AC1.02 SECOND FLOOR HVAC PLAN 3/10/98 AC1.03 THIRD FLOOR HVAC PLAN 3/10/98 AC1.04 FOURTH FLOOR HVAC PLAN 3/10/98 AC1.05 ROOF PLAN 3/10/98 AC1.06 ROOF COORDINATION PLAN 3/10/98 AC2.01 PIPING SCHEMATICS AND DETAILS 3/10/98 EXHIBIT "B-1" 2 68 AC7.01 WIRING AND CONTROLS 3/10/98 ELECTRICAL CIR-E0 COVER SHEET 7/23/97 CIR-SE1 SITE LIGHTING PLAN 7/23/97 CIR-SE2 SITE LIGHTING PLAN 7/23/97 CIR-E1 FIRST FLOOR LIGHTING PLAN 7/23/97 CIR-E2 SECOND FLOOR LIGHTING PLAN 7/23/97 CIR-E3 THIRD FLOOR LIGHTING PLAN 7/23/97 CIR-E4 FOURTH FLOOR LIGHTING PLAN 7/23/97 CIR-E5 FIRST FLOOR POWER PLAN 7/23/97 CIR-E6 SECOND FLOOR POWER PLAN 7/23/97 CIR-E7 THIRD FLOOR POWER PLAN 7/23/97 CIR-E8 FOURTH FLOOR POWER PLAN 7/23/97 CIR-E9 FIRST FLOOR MECHANICAL PLAN 7/23/97 CIR-E10 SECOND FLOOR MECHANICAL PLAN 7/23/97 CIR-E11 THIRD FLOOR MECHANICAL PLAN 7/23/97 CIR-E12 FOURTH FLOOR MECHANICAL PLAN 7/23/97 CIR-E13 ROOF MECHANICAL PLAN 7/23/97 CIR-E14 SINGLE LINE DIAGRAM 11/24/97 CIR-E15 PANEL SCHEDULES 7/23/97 CIR-E16 PANEL SCHEDULES 7/23/97 CIR-E17 TITLE 24 7/23/97 PLUMBING P1A ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇VE GRADE 12/18/97 P2 2ND FLOOR 12/18/97 P3 ▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ 12/18/97 P5 ROOF PLAN 12/18/97 FIRE ALARM SYSTEM FA-1 FIRST FLOOR BUILDING ONE 12/5/97 FA-2 SECOND FLOOR BUILDING ONE 12/5/97 FA-3 THIRD FLOOR BUILDING ONE 12/5/▇▇ ▇▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇LDING ONE 12/5/97 FA-5 ROOF PLAN BUILDING ONE 12/5/97 EXHIBIT "B-1" 3 69 EXHIBIT "B-2" -------------------------------------------------------------------------------- MINIMUM INFORMATION REQUIRED FLOOR PLANS INDICATING:

Substantial Completion. 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 "Substantial Completion" on the date on which: (i) The Concessionaire shall provide the Department 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, 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 appoint an independent third party architect (the "Independent Engineer with written notice Architect") to make such determination and the decision of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer and Architect shall be binding on 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s parties. The issuance of a Substantial Completion Certificate. In additioncertificate of occupancy (or other consent or approval, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 noticeaforesaid, if necessary) by the delay Village (or other governmental authority having jurisdiction) which is not a result temporary or conditional on the subsequent completion of a Concessionaire Party action or inaction, then such delay shall constitute a Compensation Event, and the Concessionaire shall be entitled to Concessionaire Damagesweather-sensitive work, if any, pursuant to Sections 13.02 or completion of minor Punch List Items (as defined in Section 2.9) which do not interfere with Tenant's use and 13.03. occupancy of the Demised Premises, shall nevertheless fulfill the requirement of clause (iiiii) Subject to Section 7.15above. In the instance of the occurrence of Tenant Extensions, when the requirements for Substantial Completion of the Initial Improvements (or the Expansion Space, if applicable) shall be the date on which the improvements in question would have been achieved completed in compliance with respect to the New Lanes in their entirety in accordance with this Section all applicable Laws (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia 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(b2.3 hereof) and in conformity in all material respects with the Final Plans (or the Expansion Plans, if applicable) and the Village (or other governmental authority having jurisdiction) would have issued a certificate of occupancy (or other consent or approval, as required by Sections 7.19aforesaid, 8.07as may be necessary), 14.01 and 14.03; provided, that solely but for the purpose occurrence of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesa Tenant Extension.

Substantial Completion. (i) The Concessionaire shall provide the Department and the Independent Engineer with written notice of anticipated following are conditions precedent to Substantial Completion at least 21 days prior to for each Unit: (a) the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 results of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance applicable Acceptance Test of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection such Unit reflect achievement of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period.Minimum Performance Criteria; (iib) If the Department disapproves the issuance of a Substantial Completion Certificatesubject to Section 14.3, then the Department shall provide a written notice to the Concessionaire specifying its reasons for such disapproval, and the Concessionaire Contractor shall have a reasonable opportunity paid all undisputed Delay Liquidated Damages due pursuant to correct Section 15.1 (provided that all amounts of disputed Delay Liquidated Damages that are ultimately determined to be due and owing shall accrue interest from the defects or deficiencies in the Work date such amounts are determined to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved have been owed); (c) Owner has received all Contractor Deliverables in accordance with the dispute resolution procedures set forth Contractor Submittals Table, including all Required Manuals identified therein for delivery prior to Substantial Completion; (d) pursuant to Section 3.19.1, training of Operating Personnel is complete; (e) the Punchlist for such Unit shall be in final form or be deemed to be in final form as provided 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 13.03.14.1.1; (iiif) Subject all Work related to Section 7.15, when such Unit other than record drawings and items of Non-Critical Deficiency listed on the requirements for Substantial Completion Punchlist shall have been achieved with respect to the New Lanes in their entirety completed without any Errors or Omissions or Defects; (g) Contractor shall have licensed or granted, in accordance with this Section Agreement, all Intellectual Property Rights necessary for such Unit to be operated by Owner EXECUTION COPY without violating any of Contractor’s, any Subcontractor’s or any third party’s rights to such Intellectual Property Rights; (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ah) 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 Contractor shall have no further obligations with respect to the New Lanes except delivered all applicable Conditional Waivers and Releases Upon Milestone or Progress Payment from Contractor, and, as applicable, Conditional Waivers and Releases Upon Milestone or Progress Payment, Conditional Waivers and Releases Upon Final Payment and Unconditional Waivers and Releases Upon Final Payment from each Major Subcontractor, or shall have delivered security in lieu thereof, as required to satisfy the conditions be delivered pursuant to Final Acceptance as provided in Section 7.13(b6.4; and (i) and as required all operational spare parts used by Sections 7.19, 8.07, 14.01 and 14.03; provided, that solely for the purpose of processing such Final Acceptance, all references Contractor prior to the Route 495 HOT Lanes in Virginia Project in Substantial Completion Date that are to be replaced or reconditioned by Contractor pursuant to Section 7.13(a)(ii) 3.20.3 have been delivered or purchased for delivery to Owner and (iii) and (b) shall be changed all special tools have been turned over to reference the New LanesOwner.

Substantial Completion. “Substantial Completion” (ior any grammatical variant thereof) The Concessionaire shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 construction of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and Tenant Improvements shall be defined as the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 date upon which the Department’s disapproval relates. The Department may jointly with Space Planner or other consultant engaged by Landlord determines that the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Tenant Improvements have been substantially completed in accordance with the dispute resolution procedures set forth 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 Section 17.06. The Concessionaire shall provide notice to which case the Department if the Department has not approved or disapproved the issuance date 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 7.15, when the requirements for Substantial Completion date such improvements would have been achieved completed, but for Tenant Delays. Tenant may inquire with respect Landlord from time to the New Lanes in their entirety in accordance with this Section (without regard to time regarding the status of the remainder construction of the Route 495 HOT Lanes Tenant Improvements and Landlord shall promptly respond to Tenant with the then current construction schedule. The term “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 the 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 Premises. The term “Tenant Delay” shall include, without limitation, any delay in Virginia Project)the completion of construction of Tenant Improvements resulting from (i) Tenant’s failure to comply with the provisions of this Work Letter, (Aii) delay in work caused by submission by Tenant of a request for any change order following ▇▇▇▇▇▇’s approval of the Department shall issue a Substantial Completion Certificate Final Plans, or for the New Lanesimplementation of any change order, (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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and or (iii) any delay by Tenant beyond the time 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, in the event there are any materials or finishes of the Tenant Improvements that are delayed and (b) there are reasonable substitutes for such materials or finishes that are more readily available, then Tenant shall be changed select a more readily available substitute material or finish in order to reference the New Lanesmitigate any delays.

Substantial Completion. (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit Y (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, within ten (10) Business Days after receipt of such Substantial Completion Certificate, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Department disapproves Work or that served as the issuance basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion 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 within ten (10) Business Days after receipt 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 Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to which clause (ii) above, the Department’s disapproval relates. The Department may jointly with tenth (10th) Business Day after Seller issues the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as Substantial Completion Certificate to Substantial Completion, such dispute shall be resolved 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 (1) if Buyer does not 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 Seller’s Substantial Completion Certificate within as provided above, the date Seller issues to Buyer such 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)49 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,

Substantial Completion. Subject to Section 2.1 of the Lease, Landlord shall use best efforts to cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements in compliance with applicable building permits and all applicable laws in effect at the time of construction, in good workmanlike manner, and in accordance with the Final Drawings, by August 23, 2002 (the “Completion Date”), subject to Force Majeure Delays (as defined in Section 2.1 of the Lease) and Tenant Delays (as defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the date that is the earlier of (i) The Concessionaire shall provide the Department and date that the Independent Engineer 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, the Independent Engineer 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 building officials of the Route 495 HOT Lanes in Virginia Project and applicable governmental agency(s) issues its final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection approval of the Route 495 HOT Lanes construction of the Tenant Improvements whether in Virginia 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 expiration form of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificatefinal permit, then temporary or final certificate of occupancy or the Department shall provide a written notice to approval evidencing its final inspection on the Concessionaire specifying its reasons for such disapprovalbuilding permit(s), and the Concessionaire shall have a reasonable opportunity to correct the defects or deficiencies in the Work to date on which the Department’s disapproval relates. The Department may jointly with architect that prepared the Independent Engineer Final Drawings certifies that the Tenant Improvements have been constructed substantially in accordance therewith, or independently inspect(ii) the date on which Tenant first takes occupancy of the Premises, review and investigate the corrective workwhichever first occurs (“Substantial Completion”, or “Substantially Completed”, or “Substantially Complete”). If the Department Work is not deemed to be Substantially Completed on or before the scheduled Completion Date, Landlord agrees to use reasonable efforts to Substantially Complete the Work as soon as practicable thereafter, and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute other rights and obligations of the parties shall be resolved governed by Section 2.1 of the Lease. Subject to the provisions of Section 10.2 of the Lease, the Tenant Improvements shall belong to Landlord and shall be deemed to be incorporated into the Premises for all purposes of the Lease, unless Landlord, in accordance with writing, indicates otherwise to Tenant. Within ten (10) business days after the dispute resolution procedures Substantial Completion of the Tenant Improvements, representatives of Landlord and Tenant shall make a joint inspection of the Tenant Improvements and the results of such inspection shall be set forth in Section 17.06a written list specifying the incomplete items as well as those items for which corrections need to be made (the “Punchlist Items”). The Concessionaire Landlord and Tenant shall provide promptly (by no later than ten (10) business days thereafter) and in good faith approve the written list of Punchlist Items. Landlord, at its sole cost and expense, shall use commercially reasonable efforts to cause the Punchlist Items to be promptly completed and/or corrected, as applicable. If Tenant fails to cooperate with the joint inspection or otherwise timely deliver to Landlord written notice to the Department if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate Punchlist Items within such 21-said ten (10) business day period, Landlord shall have no obligation to perform any such work thereafter except as otherwise provided by the express terms of this Lease, including without limitation, Sections 11.2 and if 11.3 of this Lease. Landlord shall assign to Tenant the Department has not notified right, together with Landlord, to concurrently enforce any warranties made by the Concessionaire General Contractor or material suppliers in favor 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 7.15, when the requirements for Substantial Completion have been achieved Landlord with respect to the New Lanes in their entirety in accordance with this Section (without regard to the status construction of the remainder of the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesTenant Improvements.

Substantial Completion. As used herein, “Substantial Completion” shall mean (and the Premises shall be deemed “Substantially Complete”) when (i) The Concessionaire shall provide the Department and City of Seattle has given final approval in writing that all TI Work under the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodconstruction permit has been completed, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If installation of 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 TI Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has occurred in accordance with the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice Working Drawings, subject only to the Department if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate within such 21punch-day periodlist items described below, 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) basic services as required under the Lease are available to the Premises. Notwithstanding the foregoing, Substantial Completion shall be changed deemed to reference have occurred on the New Lanesdate on which Tenant takes occupancy of the Premises and commences to do business therein. Substantial Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be completed. 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, 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 retainage to the TI Contractor until such time as Tenant reasonably believes all punch-list items have been completed. Release of any retainage shall not release or relieve Tenant of the obligation to cause all punch-list items to be completed and the Premises to be in the condition as required under this Lease.

Substantial Completion. The Landlord Work shall be deemed to be “Substantially Complete” with respect to the Twelfth Expansion Space on the date that (i) The Concessionaire shall provide the Department and the Independent Engineer all Landlord Work with written notice of anticipated Substantial Completion at least 21 days prior respect to the anticipated Substantial Completion Date. During such 21-day periodTwelfth Expansion Space (other than any details of construction, mechanical adjustment or any other similar matter, the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular basis noncompletion of which does not materially interfere with the goal being the DepartmentTenant’s orderly, timely inspection and review use or occupancy of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (iiTwelfth Expansion Space) 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has been performed in accordance with the dispute resolution procedures set forth Approved Construction Documents (as modified by any Change Order approved in Section 17.06. The Concessionaire shall provide notice writing by Landlord and Tenant), (ii) CPS has obtained all required final inspection approvals and/or necessary certificates allowing occupancy from all applicable authorities, (iii) all Building systems and equipment and that of the Landlord Work are fully tested and operational; and (iv) Tenant has had access to the Department if Twelfth Expansion Space to install furniture, fixtures and equipment for a period of ten (10) Business Days. Prior to the Department has Twelfth Expansion Space (or any portion thereof) being delivered to Tenant, a representative of Landlord and a representative of Tenant shall walk through the Twelfth Expansion Space (or such portion thereof) and jointly prepare a list of minor items which, in the mutual opinion of Landlord and Tenant, have not approved been fully completed or disapproved which require repair (the issuance of a Substantial Completion Certificate “Punch List Items”). Landlord shall cause its contractor to complete or repair the Punch List Items within such 21-day period, and if the Department has not notified the Concessionaire of such approval or disapproval within 15 30 days after such Concessionaire notice, if the delay is date of the “walk-through”. Tenant shall 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 Damagesany abatement of any rental obligations as pertains to the Twelfth Expansion Space pending completion of the Punch List Items. In the event that Tenant takes possession of any portion of the Twelfth Expansion Space following the construction of Landlord Work in such portion of the Twelfth Expansion Space in the absence of having created a punch list, if any, pursuant Tenant will be deemed to Sections 13.02 and 13.03. (iii) Subject have waived its right to Section 7.15, when the requirements for Substantial Completion have been achieved create a punch list with respect to the New Lanes in their entirety in accordance with this Section (without regard to the status such portion of the remainder Twelfth Expansion Space and shall be deemed to have accepted such portion of the Route 495 HOT Lanes Twelfth Expansion Space in Virginia 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 14.03its "AS IS" condition; provided, that solely for Tenant will not be deemed to have waived any of Landlord’s warranty or repair obligations under the purpose Lease. Time is of processing such Final Acceptancethe essence in connection with the obligations of CPS and Tenant under this Work Letter. Except as provided in Paragraph 1 of the Sixteenth Modification, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) neither Landlord nor CPS shall be changed liable or responsible for any claims incurred (or alleged) by Tenant due to reference the New Lanes.any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other 20750729v.5 B - v

Substantial Completion. (i) The Concessionaire shall provide If the Department and Building Shell Improvements are not Substantially Completed by the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Estimated Substantial Completion Date, then the Lease Commencement Date shall be one hundred eighty (180) days Industrial Lease—Las Vegas, Nevada ▇▇▇▇ ▇. During such 21-day period▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ Switch Communications Group, L.L.C. Table of Contents following the date the Building Shell Improvements would have been Substantially Completed but for any Tenant Delay, subject to the provisions of Section 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 ConcessionaireBuilding Shell Improvements shall be Substantially Completed when (a) all of such improvements are completed, 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 Independent Engineer and the Department Tenant Improvements, which shall meet, confer and exchange information be itemized on a regular basis with the goal being the Department’s orderly, timely inspection punch list and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 completed by Landlord within sixty (60) days following the expiration date of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificateof the Building Shell Improvements, then (b) the ▇▇▇▇▇ County Building Department shall provide a written notice to the Concessionaire specifying has conducted its reasons for such disapprovalfinal inspection of all Building Shell Improvements, has provided its approval thereof, and the Concessionaire shall have has issued a reasonable opportunity to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 Certificate 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 systemtherefor, and (Dc) upon written notice from Landlord to Tenant of the Concessionaire shall have no further obligations with respect to foregoing, accompanied by a copy of such Certificate of Completion and expressly granting Tenant possession and occupancy of the New Lanes except as required to satisfy Building Shell Improvements (“Substantially Completed” or “Substantial Completion” of the conditions to Final Acceptance as provided in Section 7.13(b) and as required by Sections 7.19Building Shell Improvements, 8.07, 14.01 and 14.03; provided, that solely for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesor similar phrase).

Substantial Completion. Landlord shall use its reasonable efforts to “substantially complete” the Premises by the Phase I Target Date and the Phase II Target Date, respectively, provided that such dates shall be extended for the number of days that Tenant fails to satisfy its obligations under Section 35. “Substantially complete” means that: (i) The Concessionaire shall provide the Department construction of the improvements described in Section 35 has been completed so that Tenant can use the Phase I Premises or Phase II Premises, as applicable, for its intended purposes without material interference to Tenant conducting its ordinary business activities, (ii) the Phase I Premises or the Phase II Premises, as applicable, have been approved for occupancy by governmental authorities having jurisdiction and a certificate of occupancy or temporary certificate of occupancy has been issued for the Phase I Premises or the Phase II Premises, as applicable, (iii) Tenant has ready access to the Building and the Independent Engineer Phase I Premises or the Phase II Premises, as applicable, through the lobby, hallways and elevators, (iv) the Phase I Premises or the Phase II Premises, as applicable, are ready for installation of any equipment, furniture, fixtures or decoration that Tenant will install, and (v) the Phase I Premises tenant finish work or the Phase II Premises tenant finish work, as applicable, has been installed and completed in a good and workmanlike manner and in compliance with written notice all laws, rules, regulations and ordinances. Landlord shall keep Tenant advised as to its progress with regard to “substantially completing” the Phase I Premises by the Phase I Target Date and with regard to “substantially completing” the Phase II Premises by the Phase II Target Date. Notwithstanding the foregoing, the requirements of anticipated Substantial Completion at least 21 days prior subsection (ii) shall be deemed satisfied if all of the other subsections have been satisfied and the government approval is delayed as a result of the installation of furniture, fixtures or equipment which is not included and is a part of Tenant’s responsibilities under Section 35 below. Notwithstanding anything in this Lease to the anticipated Substantial Completion contrary, if substantial completion has not occurred for the Phase I Premises on or before the date that is 165 days following the Effective Date (the “Required Phase I Delivery Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 Tenant Caused Delay (as defined herein) or inactionfor any reason listed in Section 27 of this Lease, then such delay shall constitute Tenant will receive a Compensation Eventday for day rent credit following the Phase I Commencement Date for each day that the Phase I Commencement Date is delayed beyond the Required Phase I Delivery Date. For example, if the Required Phase I Delivery Date is June 15, 2007, and the Concessionaire shall be entitled to Concessionaire DamagesPhase I Commencement Date occurs on July 20, if any2007, pursuant to Sections 13.02 and 13.03then Tenant will receive a 35 day rent credit following the Phase I Rent Commencement Date. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (i) “Substantial Completion” shall occur upon notice from NYSEG to Owner that NYSEG has received evidence reasonably satisfactory to NYSEG of satisfaction of all of the following conditions. The Concessionaire shall provide the Department Parties agree that review and the Independent Engineer 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 written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodits obligations under, the Concessionaire, the Independent Engineer 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 Interconnection Agreement; interconnection of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has been completed in accordance with the dispute resolution procedures set forth Interconnection Agreement, including installation of all metering and telemetry equipment required to deliver the Product in Section 17.06. The Concessionaire shall provide notice accordance with the NYISO Tariff; the Interconnection Facilities are sufficient to enable delivery of the installed capacity of the Project up 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, Contract Capacity; and the Concessionaire Interconnection Agreement remains in full force and effect; Owner shall be entitled have provided a certificate from an Independent and Actively Licensed New York State (NYS) Registered Professional Engineer that the Project has been mechanically and electrically completed in all material respects, excepting items that do not adversely affect the ability of the Project to Concessionaire Damages, if anyachieve Commercial Operation in accordance with the 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 Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 205 of the remainder 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 Route 495 HOT Lanes Project; the NYSERDA Agreement shall be in Virginia Project)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, (A) the Department shall issue a Substantial Completion Certificate comprehensive list of remaining tasks required for the New Lanes, (B) the Department shall assume responsibility from the Concessionaire for operation and maintenance completion of the New Lanes, Project (C“Punch List”) the Department revised to reflect comments from NYSEG on a draft Punch List provided by Owner; and Owner shall include such constructed New Lanes as part not be in default 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesany obligation under this Agreement.

Substantial Completion. (i) The Concessionaire Except as provided in this Work Letter, the ---------------------- Commencement Date shall provide occur as set forth in Section 2.1 of the Department and Lease. If there is any delay in the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior of the Improvements or in the occurrence of any of the other conditions precedent to the anticipated Substantial Completion Commencement Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 as set forth in Article 3 of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documentsLease, and such other matters as may be necessary delay is a result of a Tenant Delay, then notwithstanding anything to determine whether the contrary set forth in the Lease or this Work Letter and regardless of the actual date of Substantial Completion of the Improvements, the Commencement Date shall be deemed to be the date the Commencement Date would have occurred if no Tenant Delay had occurred; provided, however, except in connection with a Change Order Delay, no Tenant Delay shall be deemed to have occurred unless and until Landlord has provided written notice to Tenant ("Delay Notice"), specifying the action or inaction by Tenant which Landlord contends constitutes the Tenant Delay. If such action or inaction is achieved andnot cured by Tenant within two (2) business days ("Grace Period") following receipt of such Delay Notice, not later than five days following then a Tenant Delay, as set forth in such Delay Notice, shall be deemed to have occurred commencing as of the expiration of such 21-day periodGrace Period, provided that Tenant shall deliver a written report only be permitted an aggregate of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. five (ii5) 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 disapprovalGrace Periods, and the Concessionaire shall have thereafter, if a reasonable opportunity to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial CompletionTenant Delay occurs, such dispute Tenant Delay shall be resolved in accordance with commence upon the 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 7.15, 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 receipt of the remainder of the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesapplicable Delay Notice.

Substantial Completion. The Project shall be deemed "Substantially Completed" (isometimes herein "Substantially Completed" or "Substantial Completion") The Concessionaire when all of the following conditions and requirements have been met: (a) Landlord shall provide have substantially completed construction of the Department Building Shell and the Independent Engineer Tenant Improvement Work (or, if applicable, a portion thereof) and shall have provided to Tenant the Building Architect's certificate (and with written notice respect to the Tenant Improvement Work the certificate of anticipated Substantial Completion at Tenant's interior space designer) that the Building Shell and the Tenant Improvement Work are sufficiently complete in accordance with the Building Shell Description, the Building Plans and/or the Tenant Improvement Plans so that the Project can be utilized by Tenant for its intended purpose [except for items of minor "punch list" work, the completion of which will not materially affect the use of the Project for its intended purpose(s)]. At least 21 ten (10) business days prior to substantial completion of any portion or portions of the anticipated Substantial Completion Date. During such 21-day periodProject, Landlord shall advise Tenant, the ConcessionaireBuilding Architect and Tenant's interior space designer of the fact that same is sufficiently complete to allow the inspection thereof for purposes of completing the punch list. Promptly thereafter, Tenant, Landlord, the Independent Engineer Building Architect and the Department Tenant's interior space designer shall meet, confer and exchange information on a regular basis with the goal being the Department’s orderly, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct jointly complete an inspection of the Route 495 HOT Lanes in Virginia Project, Project (or applicable portions thereof) and shall complete a written listing (punch list) of items to be finished or completed by Landlord [which Landlord agrees to complete as soon as reasonably possible following the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion is achieved and, completion of said punch-list but not later than five thirty (30) days following the expiration Commencement Date] [provided, however, that if in order to complete a punch list item a long lead time type item is reasonably required (such as special order wall covering) and said punch list item cannot be reasonably completed within such time period without said long lead time item [(and Landlord has advised Tenant of such 21said fact, in writing, within ten (10) business days of receipt of the punch-list and placed any necessary order within said ten (10) day period], then the time within which that specific punch-list item is to be completed shall deliver a written report of findings and recommendations to be extended day for day for the Department period between the date such long lead time type item was ordered and the Concessionaire. The Department may jointly with date such item is received (and Landlord and the Independent Engineer or independently conduct such inspection, review and investigation within such period.contractors shall use all reasonable efforts to obtain any long lead time items at the earliest reasonably practicable date)]; (iib) If Landlord shall have delivered or caused to be delivered all parking and access areas in the Department disapproves Lot 1B RUA and in the other Common Property (including the Lots 1A and 1C Restricted Use Areas) Substantially Completed; (c) issuance of an occupancy permit(s) by cognizant governmental authorities which permits legal occupancy of the entire Project or all material portions thereof [and in this regard both Landlord and Tenant shall timely take all steps reasonably required of them by said authorities prerequisite to 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 Damagessaid permit(s), if any, pursuant and failure of either to Sections 13.02 and 13.03. do so shall be deemed a (iiiLandlord) Subject to Section 7.15delay and/or a Tenant Delay, 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 Route 495 HOT Lanes in Virginia 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 14.03applicable; provided, that solely for the purpose of processing such Final Acceptancehowever, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) extent that any such authority requests that Tenant take any step which, under the terms of this Lease, is the responsibility of Landlord, such request shall be changed to reference the New Lanesdeemed a request of Landlord].

Substantial Completion. Subject to the provisions of Section 35, Landlord shall use its reasonable efforts to “substantially complete” the Premises by the Target Date, provided that the Target Date shall be extended for the number of days that Tenant fails to satisfy its obligations under Section 35. “Substantially complete” means that: (i) The Concessionaire shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 construction of the Route 495 HOT Lanes improvements described in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In additionSection 35, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Projectincluding Building Systems, 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has been completed in accordance with the dispute resolution procedures set forth Approved Plans and Specifications (as defined in Section 17.06. The Concessionaire shall provide notice 35) so that Tenant can use the Premises for its intended purposes without material interference to Tenant conducting its ordinary business activities, (ii) the Premises have been approved for occupancy by governmental authorities having jurisdiction, (iii) Tenant has ready access to the Department if the Department has not approved or disapproved the issuance of a Substantial Completion Certificate within such 21-day periodBuilding and Premises, and (iv) the Premises are ready for installation of any equipment, furniture, fixtures or decoration that Tenant will install. Landlord shall keep Tenant advised as to its progress with regard to “substantially completing” the Premises by the Target Date. Notwithstanding the foregoing, the requirements of subsection (ii) shall be deemed satisfied if all of the Department has not notified other subsections have been satisfied and the Concessionaire of such government approval or disapproval within 15 days after such Concessionaire notice, if the delay is not delayed solely as a result of a Concessionaire Party action either (x) the installation of furniture, fixtures or inactionequipment which is not included within the scope of Landlord’s responsibilities under Section 35 below or (y) certification of the Secure Area (as defined in Section 54 below). If Landlord fails to Substantially Complete the Premises by May 1, 2009 (as extended by any Tenant Delays or force majeure events, as described in Section 27) (such date, the “Outside Completion Date”), then such delay an abatement equal to one day of Base Rent for every day after the Outside Completion Date that Substantial Completion fails to occur. Notwithstanding the foregoing, if a Tenant Caused Delay (below defined) shall constitute a Compensation Eventoccur, and as a result thereof substantial completion of the Concessionaire Premises shall not occur by the Target Date, then and in such event the Commencement Date shall be entitled deemed to Concessionaire Damagesbe the date that substantial completion of the Premises would have occurred (but in no event prior to the Target Date or later than July 1, if any2009) in the absence of the Tenant Caused Delay. For purposes hereof, pursuant a Tenant Caused Delay shall occur on a day for day basis for each day of delay in the substantial completion of the Premises resulting from (i) Tenant’s failure to Sections 13.02 and 13.03. provide Landlord with the information necessary for Landlord to prepare final (subject to modifications resulting by reason of county code review) construction design drawings for the Premises within thirty (30) days following the Effective Date of this Lease; (ii) Tenant’s failure to provide Landlord with its final finish selections within fifteen (15) days following receipt by Tenant of Landlord’s written approval of the final construction design drawings of the Premises; (iii) Subject Tenant withholding its written authorization to Section 7.15, when proceed with a change order affecting 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 construction of the remainder Premises or otherwise modifying the Tenant Improvements for more than three (3) business days after its receipt of a written request therefor; or (iv) Tenant’s written direction to “stop-work” at the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesPremises.

Substantial Completion. ‌ (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit Y (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, within ten (10) Business Days after receipt of such Substantial Completion Certificate, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Department disapproves Work or that served as the issuance basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion 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 within ten (10) Business Days after receipt 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 Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to which clause (ii) above, the Department’s disapproval relates. The Department may jointly with tenth (10th) Business Day after Seller issues the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as Substantial Completion Certificate to Substantial Completion, such dispute shall be resolved 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 (1) if Buyer does not 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 Seller’s Substantial Completion Certificate within as provided above, the date Seller issues to Buyer such 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)50 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,

Substantial Completion. (i) “Substantial Completion” shall occur upon notice from CHGE to Owner that CHGE has received evidence reasonably satisfactory to CHGE of satisfaction of all of the following conditions. The Concessionaire shall provide the Department Parties agree that review and the Independent Engineer 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 written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodits obligations under, the Concessionaire, the Independent Engineer 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 Interconnection Agreement; interconnection of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has been completed in accordance with the dispute resolution procedures set forth Interconnection Agreement, including installation of all metering and telemetry equipment required to deliver the Product in Section 17.06. The Concessionaire shall provide notice accordance with the NYISO Tariff; the Interconnection Facilities are sufficient to enable delivery of the installed capacity of the Project up 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, Contract Capacity; and the Concessionaire Interconnection Agreement remains in full force and effect; Owner shall be entitled have provided a certificate from an Independent and Actively Licensed New York State (“NYS”) Registered Professional Engineer that the Project has been mechanically and electrically completed in all material respects, excepting items that do not adversely affect the ability of the Project to Concessionaire Damages, if anyachieve Commercial Operation in accordance with the 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 Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 205 of the remainder 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 Route 495 HOT Lanes Project; the NYSERDA Agreement shall be in Virginia Project)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, (A) the Department shall issue a Substantial Completion Certificate comprehensive list of remaining tasks required for the New Lanes, (B) the Department shall assume responsibility from the Concessionaire for operation and maintenance completion of the New Lanes, Project (C“Punch List”) the Department revised to reflect comments from CHGE on a draft Punch List provided by Owner; and Owner shall include such constructed New Lanes as part not be in default 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesany obligation under this Agreement.

Substantial Completion. Landlord will use reasonable speed and diligence to Substantially Complete Landlord’s Work on or before the anticipated Lease Commencement Date set forth in Section 1(e), subject only to Delay. If Landlord’s Work is not Substantially Complete by that date, such failure to complete will not in any way affect the obligations of Tenant hereunder except that the Lease Commencement Date (and any other dates tied to the Lease Commencement Date) will be postponed one day for each day Substantial Completion is delayed beyond such date. No liability whatsoever will arise or accrue against Landlord by reason of its failure to deliver or afford possession of the Premises, and Tenant hereby releases and discharges Landlord from and of any claims for damage, loss, or injury of every kind whatsoever as if this Lease were never executed. Notwithstanding anything to the contrary contained herein, if Tenant commences business operations from all or any portion of the Premises prior to (i) The Concessionaire the anticipated Lease Commencement Date set forth in Section 1(e) or (ii) Substantial Completion of the Landlord’s Work, the Lease Commencement Date shall provide be accelerated to the Department date that Tenant commences such operations; provided, however, that the commencement of business operations in the Premises by Tenant prior to the Substantial Completion of Landlord’s Work shall not waive Landlord’s requirement of Substantial Completion, the completion of the Punchlist; and provided further, in no event shall the Base Rent Commencement Date occur prior to April 1, 2023, even if Tenant has commenced its business operations in the Premises and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 Lease Commencement Date occurs prior to January 1, 2023. Tenant may access the Premises not earlier than 90 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 proposed Lease Commencement Date for the purpose of processing installing furniture, fixtures, equipment and racking, subject to approval as required by Berkeley County or any other applicable governmental authority; provided, however, that the foregoing activities shall not be deemed to constitute Tenant’s commencement of business operations. Tenant and its agents and contractors will not interfere with the completion of Landlord’s Work during any such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) early entry and (iii) and (b) shall be changed to reference the New Laneswill cooperate fully with Landlord’s contractors.

Substantial Completion. (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify that the Work has achieved Substantial Completion by delivering a certificate substantially in the form of Exhibit Y (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, on or before ten (10) Business Days after receipt of such Substantial Completion Certificate provided in accordance with the requirements of this Agreement, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If notify Seller in writing that it does not agree that the Department disapproves the issuance of a Work has achieved Substantial Completion Certificateand 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, then the Department Seller shall provide a written notice to the Concessionaire specifying its reasons for such disapproval, address and the Concessionaire shall have a reasonable opportunity to correct the defects or 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 Substantial Completion Certificate to which Buyer. For all purposes of this Agreement, the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute Work shall be resolved deemed to have achieved Substantial Completion on the earlier of (A) the date Buyer confirms in accordance with writing to Seller that it agrees the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice to the Department Work has achieved Substantial Completion and (B) if the Department has not approved on or disapproved the issuance before ten (10) Business Days after receipt of a Substantial Completion Certificate within 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 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)45 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,

Substantial Completion. (i) “Substantial Completion” shall occur upon notice from RG&E to Owner that RG&E has received evidence reasonably satisfactory to RG&E of satisfaction of all of the following conditions. The Concessionaire shall provide the Department Parties agree that review and the Independent Engineer 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 written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodits obligations under, the Concessionaire, the Independent Engineer 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 Interconnection Agreement; interconnection of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has been completed in accordance with the dispute resolution procedures set forth Interconnection Agreement, including installation of all metering and telemetry equipment required to deliver the Product in Section 17.06. The Concessionaire shall provide notice accordance with the NYISO Tariff; the Interconnection Facilities are sufficient to enable delivery of the installed capacity of the Project up 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, Contract Capacity; and the Concessionaire Interconnection Agreement remains in full force and effect; Owner shall be entitled have provided a certificate from an Independent and Actively Licensed New York State (NYS) Registered Professional Engineer that the Project has been mechanically and electrically completed in all material respects, excepting items that do not adversely affect the ability of the Project to Concessionaire Damages, if anyachieve Commercial Operation in accordance with the 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 Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 205 of the remainder 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 Route 495 HOT Lanes Project; the NYSERDA Agreement shall be in Virginia Project)full force and effect and Owner shall not be in breach or default of any of its obligations thereunder; Owner has delivered to RG&E 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, (A) the Department shall issue a Substantial Completion Certificate comprehensive list of remaining tasks required for the New Lanes, (B) the Department shall assume responsibility from the Concessionaire for operation and maintenance completion of the New Lanes, Project (C“Punch List”) the Department revised to reflect comments from RG&E on a draft Punch List provided by Owner; and Owner shall include such constructed New Lanes as part not be in default 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesany obligation under this Agreement.

Substantial Completion. (ia) The Concessionaire Landlord shall provide cause the Department and General Contractor to construct the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Tenant Improvements in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review Fifth Floor Premises and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Fourth Floor Premises in accordance with the dispute resolution procedures set forth applicable Approved Final Drawings and in Section 17.06a good and workmanlike manner. The Concessionaire Tenant Improvements for the Fourth Floor Premises shall provide notice be deemed substantially complete on the date that (i) the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements relating to the Department if Fourth Floor Premises as evidenced by a certificate of occupancy or equivalent document permitting Tenant to occupy the Department has Fourth Floor Premises (or such date that such agency(s) would have issued such certificate of occupancy or equivalent document permitting Tenant to occupy the Fourth Floor Premises, but for any Tenant Delays), or (ii) the date on which Tenant first takes occupancy of the Fourth Floor Premises for purposes other than to perform the Tenant’s Pre-Occupancy Work, whichever first occurs (“Substantial Completion”, or “Substantially Completed”, or “Substantially Complete”). Tenant hereby acknowledges and agrees that the term “Substantial Completion” of the Tenant Improvements as used herein will not approved or disapproved include the issuance completion of a any work associated with Tenant’s Installations, including without limitation, work related to any requirements of governmental and regulatory agencies with respect to any of Tenant’s Installations. (b) Landlord shall notify Tenant in writing upon Landlord’s receipt of notice from the General Contractor that the General Contractor believes that Substantial Completion Certificate of the Tenant Improvements in the Fourth Floor Premises has occurred (or will occur on a specified date). Landlord shall request that the General Contractor provide the Landlord (and Landlord shall endeavor to provide Tenant) within at least ten (10) days advance notice of the General Contractor’s estimate of Substantial Completion of the Fourth Floor Premises; provided, however, in no event shall Landlord (or the General Contractor) be liable for failure to provide such 21ten (10) days advance notice, nor shall the date of Substantial Completion of the Fourth Floor Premises be affected thereby. Representatives of Landlord and Tenant shall accompany the Architect and the General Contractor on a walk-day period, through and if inspection of the Department Fourth Floor Premises following Landlord’s determination that completion of the Tenant Improvements has not notified the Concessionaire of such approval or disapproval within 15 occurred. Within five (5) days after such Concessionaire noticewalk-through, if the delay is not Architect shall provide to Landlord the list in writing identifying all of the items of defective work, non-conforming work and incomplete work observed by the parties, referred to as the “Punch List”. Within ten (10) business days after the date of Substantial Completion, Tenant shall identify in writing to Landlord a list of any items of defective work, non-conforming work and incomplete work previously obstructed or obscured during the walk-through and inspection. Landlord shall use commercially reasonable efforts to cause the completion of the Punch List items within thirty (30) days after receipt of the Punch List and shall use commercially reasonable efforts to minimize any material interference with Tenant’s use or occupancy of the Premises. (c) Neither the validity nor enforceability of the Lease shall be affected by the completion or non-completion of the Tenant Improvements and Landlord shall have no liability to Tenant as a result of a Concessionaire Party action any delay in occupancy (whether for damages, abatement of all or inactionany portion of the Rent, then such delay shall constitute a Compensation Event, and or otherwise). Notwithstanding the Concessionaire shall be entitled to Concessionaire Damagesforegoing, if any, pursuant Landlord fails to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 deliver possession of the remainder of Fourth Floor Premises with the Route 495 HOT Lanes Tenant Improvements in Virginia Projectthe Fourth Floor Premises Substantially Completed on or before July 15, 2008 (as such date may be extended by Force Majeure Delays and/or Tenant delays (the “Outside Delivery Date”), Tenant shall have the right to terminate the Lease upon delivery to Landlord of written notice of its election to do so on or prior to five (A5) business days following the Department shall issue a Substantial Completion Certificate for Outside Delivery Date. If Tenant fails to deliver such written notice to Landlord on or prior to five (5) business days following the New LanesOutside Delivery Date, (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 Tenant shall have no further obligations with respect right to terminate the New Lanes except as required Lease for Landlord’s failure to satisfy deliver possession of the conditions Fourth Floor Premises to Final Acceptance as provided in Tenant. Tenant’s right to terminate this Lease pursuant to this 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b6(c) shall be changed Tenant’s sole right and/or remedy for Landlord’s failure to reference deliver possession of the New LanesPremises to Tenant. The Tenant Improvements shall belong to Landlord and shall be deemed to be incorporated into the Fourth Floor Premises for all purposes of the Lease, unless Landlord, in writing, indicates otherwise to Tenant.

Substantial Completion. (i) The Concessionaire SUBSTANTIAL COMPLETION" shall provide occur when the Department and ---------------------- ---------------------- Improvements are substantially completed as certified by the Independent Engineer with written notice architect preparing the Shell Plans utilizing AIA document G704, Certificate of anticipated Substantial Completion. Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodshall have occurred even though minor details of construction, the Concessionairedecoration, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documentslandscaping, and such other matters as may mechanical adjustments remain to be necessary to determine whether completed by Landlord. When the Certificate of Substantial Completion is achieved andissued, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department Landlord and the Concessionairearchitect shall prepare a punch list of incomplete, minor, detail items and Landlord shall rise 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. The Department may jointly with "TARGET DATE" for ----------- Substantial Completion of the Independent Engineer or independently conduct such inspectionImprovements is February 1, review and investigation within such period. (ii) 1998. If the Department disapproves actual date of Substantial Completion is delayed beyond the issuance Target Date because of events beyond Landlord's reasonable control, including matters of the type described in Section 23.(c), then Landlord shall have no liability therefor and the date for Substantial Completion shall be extended by the period of any such delay. If Substantial Completion is delayed because of any acts of a Substantial Completion CertificateTenant Party, then the Department Commencement Date shall provide a written notice to not be extended, but rather shall start on the Concessionaire specifying its reasons date on which it would have occurred but for such disapprovalevent. Except if Tenant terminates this Lease under Section 1.(b), and the Concessionaire this Lease shall have a reasonable opportunity to correct the defects or deficiencies remain in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to full effect notwithstanding any delay in Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Original Premises Tenant Improvements” shall occur (and the Original Premises Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) The Concessionaire shall provide the Department and completion of construction of the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior Original Premises Tenant Improvements pursuant to the anticipated Substantial Completion Date. During such 21-day periodOriginal Premises Approved Working Drawings, the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular basis with the goal being the Departmentexception of (A) any punch list items that do not materially and adversely affect Tenant’s orderly, timely inspection use and review occupancy of the Route 495 HOT Lanes original Premises and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in Virginia Project the original Premises, and final design and construction documents and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Department’s issuance of a Substantial Completion Certificate. In addition, original Premises by Tenant or under the Independent Engineer shall conduct an inspection supervision of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. Original Premises Contractor; (ii) If the Department disapproves the issuance by the applicable government authorities of a Substantial Completion Certificatecertificate of occupancy, then temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the Department shall provide City of San ▇▇▇▇) permitting occupancy of the original Premises; and (iii) the issuance by the Original Premises Architect of 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to “Certificate of Substantial Completion, such dispute shall be resolved ” certifying that the Original Premises Tenant Improvements have been substantially completed in accordance with the dispute resolution procedures Original Premises Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Original Premises Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the original Premises and identify the punch-list items of the Original Premises Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Original Premises Contractor to diligently complete the punch-list items 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 on 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 list as part of the State Highway system, and (D) the Concessionaire shall have no further obligations with respect to the New Lanes except soon 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 14.03reasonably possible thereafter; provided, however, that solely for in no event shall the purpose completion or non-completion of processing such Final Acceptancepunch-list items have any effect on the 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 its rights under Section 6.1 below and/or otherwise caused by Tenant, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) of which shall be changed to reference the New Lanesrepaired by Tenant at Tenant’s cost.

Substantial Completion. (ia) The Concessionaire Landlord’s Work shall provide be deemed substantially complete on the Department first day as of which Landlord’s Work has been completed and Landlord has received a permanent or temporary certificate of occupancy (provided that in the Independent Engineer event Landlord obtains a temporary certificate of 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 completed after occupancy has been taken without causing undue interference with written notice ▇▇▇▇▇▇’s use of anticipated Substantial Completion at least 21 days prior the 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 any tenant improvement work to be performed by Tenant (such date is hereinafter called the anticipated “Substantial Completion Date. During such 21-day period”); provided, however, that if substantial completion of Landlord’s Work is delayed as a result of any Tenant Delays described in Section 5 below of this Exhibit D, then the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion CertificateDate shall be the date that Landlord’s Work would have been substantially completed but for such Tenant Delays. In additionSubject to Tenant Delays and Force Majeure, Landlord will exercise commercially reasonable efforts to complete the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents“punch list” items as soon as conditions reasonably permit, and Tenant shall afford Landlord access to the Premises for such other matters as may be necessary to determine whether Substantial Completion is achieved andpurposes. Landlord and Tenant shall, not later than five within three (3) days following the expiration date Landlord informs Tenant that the Landlord’s Work is substantially complete, jointly inspect the Premises and agree upon the punch list. As of such 21-day periodthe date of this Lease, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer estimated Substantial Completion Date is on or independently conduct such inspectionbefore July 1, review and investigation within such period2009. (iib) If Notwithstanding the Department disapproves foregoing, (x) if the issuance Landlord’s Work is not Substantially Complete by September 1, 2009, as extended on account of a Substantial Completion CertificateForce Majeure or Tenant Delay (“First Outside Date”), 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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 Tenant shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. 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 (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia Project), (Ai) the Department 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 (y) if the Landlord’s Work is not Substantially Complete by the Final Outside Date, then Tenant shall issue a Substantial Completion Certificate for have the New Lanes, option to terminate this Lease by delivering written notice to Landlord of such termination by the earlier of (Bi) the Department shall assume responsibility from Business Day immediately preceding the Concessionaire for operation and maintenance of date on which the New LanesLandlord’s Work is Substantially Complete, or (Cii) the Department shall include such constructed New Lanes as part of date which is thirty (30) days after 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 14.03Outside Date; provided, however, that solely for if Tenant is entitled to terminate this Lease after the purpose of processing Final Outside Date but elects not to do so, then no further rent abatements will accrue from and after such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesOutside Date.

Substantial Completion. (ia) The Concessionaire shall provide After completing the Department and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Guaranteed Performance Tests in accordance with the 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 7.1510.03, when the Contractor determines that all of the requirements for Substantial Completion have been achieved 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 Contractor has fulfilled the requirements of Substantial Completion, as applicable. If Owner determines that Contractor has not fulfilled such requirements for Substantial Completion, Owner shall specify in such notice to Contractor in reasonable detail the reasons for determining that the requirements for Substantial Completion have not been met. Contractor shall promptly act to correct such deficiencies so as to achieve Substantial Completion as 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, Contractor shall deliver to Owner, and Owner’s Engineer a new notice of Substantial Completion and the provisions of this Section 10.04(b) shall apply with respect to such new Substantial Completion notice in the same manner as they applied to the original Substantial Completion notice. 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 notice and Owner provides its own notice to Contractor that Substantial Completion has been achieved, or (ii) termination of this Agreement. The date upon which the last successful Guaranteed Performance Test was commenced shall be deemed the Substantial Completion Date. In the event of a dispute with respect to the New Lanes in their entirety in accordance with this Section foregoing determination, such dispute may be settled pursuant to Article XVII. (without regard c) If Contractor fails to the status of the remainder of the Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a achieve Substantial Completion Certificate for by the New LanesGuaranteed Substantial Completion Date, (B) Contractor shall pay to Owner the Department Schedule Liquidated Damages pursuant to Article XI. The dates upon which such liquidated damages are paid shall assume responsibility not affect the Substantial Completion Date. Payment of such damages shall not relieve Contractor from the Concessionaire for operation its obligations hereunder to achieve Substantial Completion 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 subject to the Route 495 HOT Lanes limitations of liability set forth in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesArticle XVIII.

Substantial Completion. (i) “Substantial Completion” shall occur upon notice from CHGE to Owner that CHGE has received evidence reasonably satisfactory to CHGE of satisfaction of all of the following conditions. The Concessionaire shall provide the Department Parties agree that review and the Independent Engineer 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 written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodits obligations under, the Concessionaire, the Independent Engineer 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 Interconnection Agreement; interconnection of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved has been completed in accordance with the dispute resolution procedures set forth Interconnection Agreement, including installation of all metering and telemetry equipment required to deliver the Product in Section 17.06. The Concessionaire shall provide notice accordance with the NYISO Tariff; the Interconnection Facilities are sufficient to enable delivery of the installed capacity of the Project up 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, Contract Capacity; and the Concessionaire Interconnection Agreement remains in full force and effect; Owner shall be entitled have provided a certificate from an Independent and Actively Licensed New York State (NYS) Registered Professional Engineer that the Project has been mechanically and electrically completed in all material respects, excepting items that do not adversely affect the ability of the Project to Concessionaire Damages, if anyachieve Commercial Operation in accordance with the 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 Sections 13.02 and 13.03. (iii) Subject to Section 7.15, 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 205 of the remainder 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 Route 495 HOT Lanes Project; the NYSERDA Agreement shall be in Virginia Project)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, (A) the Department shall issue a Substantial Completion Certificate comprehensive list of remaining tasks required for the New Lanes, (B) the Department shall assume responsibility from the Concessionaire for operation and maintenance completion of the New Lanes, Project (C“Punch List”) the Department revised to reflect comments from CHGE on a draft Punch List provided by Owner; and Owner shall include such constructed New Lanes as part not be in default 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanesany obligation under this Agreement.

Substantial Completion. (i) The Concessionaire date that Landlord Substantially Completes Phase II of Landlord’s 20th/21st Floor Work shall provide be deemed the Department and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated “Substantial Completion Date”. During such 21-day periodFor the purposes of the Original Lease, as amended by this Amendment (including without limitation this Exhibit B-2), the Concessionaireterm “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”), the Independent Engineer and the Department shall meet, confer and exchange information on a regular basis with the goal being the DepartmentLandlord’s orderly, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 20th/21st Floor Work shall have a reasonable opportunity to correct the defects or deficiencies in the Work to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved been completed substantially in accordance with the dispute resolution procedures 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 forth 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 Section 17.06. The Concessionaire 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 of such inspection (with time of the 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 refusal by Tenant’s Agent so to acknowledge that Substantial Completion of the Department 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 Department has not approved or disapproved the issuance of a Substantial Completion Certificate within such 21-day period, and if Date would have occurred by a particular date (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“Identified Date”) but for delays resulting from Tenant Delay and/or Unavoidable Delay, then notwithstanding such delay shall constitute a Compensation Eventdelays in achieving Substantial Completion, and the Concessionaire shall be entitled to Concessionaire Damages, if any, pursuant to Sections 13.02 and 13.03. (iii) Subject to Section 7.15, when the requirements for Substantial Completion Date shall have been achieved with respect deemed to have occurred on the New Lanes in their entirety in accordance with this Section (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesIdentified Date.

Substantial Completion. Sublandlord shall use reasonable efforts to cause Sublandlord’s Work to be Substantially Completed (as defined in Section 3(B) of the Sublease), 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 “Anticipated Substantial Completion Date”). If Sublandlord’s Work is not Substantially Completed on or before the Anticipated Substantial Completion Date (as extended), the Sublease shall remain in full force and effect; provided: (i) The Concessionaire Sublease Term Commencement Date shall provide the Department and the Independent Engineer not occur until Sublandlord’s Work is Substantially Completed, except as set forth in Section 6 with written notice of anticipated Substantial Completion at least 21 days prior respect to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period.Subtenant Delay, (ii) If Sublandlord does not deliver the Department disapproves Subleased Premises to Subtenant in the issuance Delivery Condition with the Sublandlord Work Substantially Completed by April 15, 2016 (the “First Outside Date”) and such failure to so deliver is not the result of a Substantial Completion CertificateForce Majeure or Subtenant Delay, then for each day thereafter until such time as the Department shall provide a written notice Subleased Premises are delivered to the Concessionaire specifying its reasons for such disapproval, and the Concessionaire shall have a reasonable opportunity to correct the defects or deficiencies Subtenant in the Work to which the Department’s disapproval relates. The Department may jointly Delivery Condition with the Independent Engineer or independently inspectSublandlord’s Work Substantially Completed, review 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 investigate after the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 initial ninety (90) days thereof which reflects 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.reduced rental rate; and (iii) Subject In the event that Sublandlord does not deliver the Subleased Premises to Section 7.15Subtenant in the Delivery Condition with the Sublandlord’s Work Substantially Completed by July 12, when 2016 (the requirements for Substantial Completion “Final Outside Date”), and 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 been achieved with respect the right to terminate this Sublease by written notice to Sublandlord at any time after the Final Outside Date but prior to the New Lanes date that Sublandlord actually Substantially Completes the Sublandlord’s Work and delivers the Premises in their entirety in accordance with this Section (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesDelivery Condition.

Substantial Completion. 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 (i“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 have not been, but should have been, finished or furnished prior to such date or which do not conform to the 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 Concessionaire 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, quality or quantity of Tenant Improvements as set forth in the Working Drawings. Landlord shall complete and furnish all punch-list items as soon thereafter as is reasonably practicable with the exercise of reasonable 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 Department Premises, Tenant shall be deemed to have accepted the Premises and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodTenant Improvements in their then present condition, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct except for latent defects not reasonably discoverable upon an inspection of the Route 495 HOT Lanes Premises (which latent defects are subject to the warranties described in Virginia Project, 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) days after receiving the final design punchlist (or longer if reasonably necessary so long as Landlord and construction documents, Contractor are pursuing completion diligently and such other matters as may be necessary continuously through completion.) Landlord’s and Tenant’s obligations to determine whether achieve Substantial Completion is achieved and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department by any particular date and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute parties obligations generally shall be resolved in accordance with subject to any acts of God, acts of civil emergency or military authorities, fires, floods, unusual and unanticipated adverse weather conditions, earthquakes, strikes or labor disturbances not caused by the dispute resolution procedures set forth in Section 17.06. The Concessionaire shall provide notice to party benefited by the Department if the Department has not approved delay, civil commotion, 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 13.03war (“Force Majeure”). (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. ‌ (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit AA (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, within ten (10) Business Days after receipt of such Substantial Completion Certificate, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Department disapproves Work or that served as the issuance basis for Buyer’s dispute of Seller’s determination that the Work has achieved Substantial Completion 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 within ten (10) Business Days after receipt 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 Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to which clause (ii) above, the Department’s disapproval relates. The Department may jointly with tenth (10th) Business Day after Seller issues the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as Substantial Completion Certificate to Substantial Completion, such dispute shall be resolved 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 (1) if Buyer does not 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 Seller’s Substantial Completion Certificate within as provided above, the date Seller issues to Buyer such 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)48 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,

Substantial Completion. (i) The Concessionaire Each Building shall provide be deemed "Substantially Complete" or to have achieved "Substantial Completion" upon the Department substantial completion of the Base Building and the Independent Engineer 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, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Tenant Improvements in accordance with the dispute resolution procedures Plans and Specifications subject only to the completion of minor punch-list items that will not interfere with Tenant's use and occupancy of the Premises for Tenant's permitted use under the Lease. Upon substantial completion of the Tenant Improvements, Landlord shall notify Tenant in writing and, within ten (10) business days of Tenant's receipt of such notice, Landlord and Tenant shall conduct a "walk through" inspection of the Premises and prepare a punch-list of known or apparent deficiencies or incomplete work required to be corrected or completed by Landlord pursuant to the Plans and Specifications. Landlord, at Landlord's sole cost and expense, shall cause all punch-list items to be repaired or completed as soon as possible, but in no event later than thirty (30) days following the walk through inspection. If Landlord fails to complete any of the punch-list items within such 30day period, then Tenant, in addition to its other rights and remedies under the Lease, after giving ten (10) business days written notice to Landlord, shall have the right, but not the obligation, to cause such punch-list items to be completed, with the cost thereof plus ten percent (10%) for Tenant's overhead and supervision to be deducted from the next installment(s) of rent or other amounts payable by Tenant under the Lease. Latent or hidden defects shall he brought to Landlord's attention promptly upon Tenant's becoming aware of such defects. Landlord, at Landlord's (or General Contractor's where applicable) sole cost and expense, shall promptly cause such defects to be repaired following receipt of notice thereof, and Tenant shall have the same rights with respect thereto as 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 21herein for all other punch-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 13.03list items. (iii) Subject to Section 7.15, 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 Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.

Substantial Completion. (i) The Concessionaire Substantial Completion" shall provide the Department and the Independent Engineer 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, the Independent Engineer 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 occur when each of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and following conditions is satisfied: (a) the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved Improvements are substantially completed in accordance with the dispute resolution procedures Drawings as certified by the Space Planner and in accordance with all applicable Laws and codes and regulations; (b) Landlord has tendered to Tenant physical possession of the Premises; (c) Building standard utility and electrical services are available to the Premises; (d) a certificate of occupancy (or a temporary permit, as applicable) has been issued by the applicable governmental authority which allows Tenant the legal right to occupy and conduct its day-to-day business in the Premises; and (e) the Premises have been thoroughly cleaned and all debris and construction materials have been removed. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping, and mechanical adjustments remain to be completed by Landlord. Tenant shall prepare and deliver to Landlord a punch list of incomplete, minor, detail items within thirty (30) days after Substantial Completion and Landlord shall use all reasonable efforts to complete such items within thirty (30) days thereafter, except as to such items that, by their nature, will take a longer period to complete as set forth in Section 17.06the punch list with respect to which Landlord shall complete such items within a reasonable time. The Concessionaire In the event that the Improvements are not Substantially Complete by November 15, 2008 (which date shall provide notice be extended to a later date by one day for each day of force majeure or Tenant Delay, and one day for each day after August 1, 2008, this Lease is fully executed (such extension being referred to as the “SC Extension”)) for any reason, then as Tenant’s sole remedies: (i) Landlord shall reimburse Tenant for the holdover portion of rent Tenant pays in connection with its existing leased premises to Tenant’s existing landlord, not to exceed $834.57 per day (the “Holdover Reimbursement”) for each day that the Improvements were not Substantially Complete after November 15, 2008 (subject 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 DamagesSC Extension, if any); and (ii) at such time as Base Rent is payable under this Lease, pursuant to Sections 13.02 and 13.03. Tenant’s Base Rent shall be abated one day for each day that the Improvements were not Substantially Complete after November 15, 2008 (iii) Subject to Section 7.15, when the requirements for Substantial Completion have been achieved with respect subject to the New Lanes in their entirety in accordance with this Section (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia ProjectSC Extension, if any), (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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) if the Improvements are not Substantially Complete by February 15, 2009 (subject to the SC Extension, if any), then Tenant shall have the right to terminate this Lease upon written notice to Landlord given at any time thereafter and prior to Substantial Completion of the Improvements. If Tenant elects the termination remedy in subsection (biii) above, then Landlord’s obligation to pay the Holdover Reimbursement shall be changed cease effective as of the date of termination (provided that Landlord’s obligation to reference pay any accrued Holdover Reimbursement shall survive such termination) and Tenant shall have no right to recover the New Lanesvalue of the abated rent under subsection (ii) above.

Substantial Completion. ‌ (a) Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion. If and when Seller considers that the Work has achieved Substantial Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit Y (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, within ten (10) Business Days after receipt of such Substantial Completion Certificate, either (i) The Concessionaire shall provide confirm in writing to Seller that it agrees that the Department and the Independent Engineer with written notice of anticipated Work has achieved Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (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 Department disapproves Work or that served as the issuance basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion 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 within ten (10) Business Days after receipt 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 Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to which clause (ii) above, the Department’s disapproval relates. The Department may jointly with tenth (10th) Business Day after Seller issues the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as Substantial Completion Certificate to Substantial Completion, such dispute shall be resolved 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 (1) if Buyer does not 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 Seller’s Substantial Completion Certificate within as provided above, the date Seller issues to Buyer such 21-day periodSubstantial 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 if the Department has not notified the Concessionaire of such approval or disapproval within 15 days after such Concessionaire noticecontinued to be, 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 13.03satisfied. (iiib) Subject to Section 7.15, when the requirements for If Substantial Completion have been is not achieved with respect on or prior to the New Lanes in their entirety in accordance with this Section Guaranteed Substantial Completion Date, Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day (without regard to $[●]/day)51 for each day after the status Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of the remainder of the Route 495 HOT Lanes in Virginia Project), (Ai) the Department shall issue a date Seller achieves 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New Lanes.Completion,

Substantial Completion. Sublandlord shall use reasonable efforts to cause Sublandlord’s Work to be Substantially Completed (as defined in Section 3(B) of the Sublease), 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 “Anticipated Substantial Completion Date”). If Sublandlord’s Work is not Substantially Completed on or before the Anticipated Substantial Completion Date (as extended), the Sublease shall remain in full force and effect; provided: (i) The Concessionaire Sublease Term Commencement Date shall provide the Department and the Independent Engineer not occur until Sublandlord’s Work is Substantially Completed, except as set forth in Section 6 with written notice of anticipated Substantial Completion at least 21 days prior respect to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period.Subtenant Delay; (ii) If Sublandlord does not deliver the Department disapproves Subleased Premises to Subtenant in the issuance Delivery Condition with the Sublandlord Work Substantially Completed by April 15, 2016 (the “First Outside Date”) and such failure to so deliver is not the result of a Substantial Completion CertificateForce Majeure or Subtenant Delay, then for each day thereafter until such time as the Department shall provide a written notice Subleased Premises are delivered to the Concessionaire specifying its reasons for such disapproval, and the Concessionaire shall have a reasonable opportunity to correct the defects or deficiencies Subtenant in the Work to which the Department’s disapproval relates. The Department may jointly Delivery Condition with the Independent Engineer or independently inspectSublandlord’s Work Substantially Completed, review 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 investigate after the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 initial ninety (90) days thereof which reflects 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.reduced rental rate; and (iii) Subject In the event that Sublandlord does not deliver the Subleased Premises to Section 7.15Subtenant in the Delivery Condition with the Sublandlord’s Work Substantially Completed by July 12, when 2016 (the requirements for Substantial Completion “Final Outside Date”), and 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 been achieved with respect the right to terminate this Sublease by written notice to Sublandlord at any time after the Final Outside Date but prior to the New Lanes date that Sublandlord actually Substantially Completes the Sublandlord’s Work and delivers the Premises in their entirety in accordance with this Section (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia 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 Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the New LanesDelivery Condition.

Substantial Completion. The Leased Premises shall be deemed to be substantially completed ("Substantial Completion") at such time as Landlord shall certify in writing to Tenant that said Leased Premises have been completed in substantial accordance with the Shell Plans and Specifications and the Interior Plans and Specifications described above subject only to minor punch list items (i.e., such unfinished items as shall not impair Tenant's ability to use the Leased Premises in the manner intended by the Lease). In the event Landlord and Tenant do not agree upon the date of Substantial Completion, Landlord shall furnish Tenant with a Certificate of Substantial Completion from an independent architect within five (5) business days after Lan▇▇▇▇▇'▇ receipt of notice of disagreement. In the event of any dispute with respect to the date of Substantial Completion of the Leased Premises, Landlord and Tenant agree that Landlord's initial determination of such date shall be deemed correct unless and until otherwise shown by the architect's Certificate of Substantial Completion. If Substantial Completion of the Leased Premises has not occurred on or before April 20, 2000, and Landlord's failure to achieve such Substantial Completion is not the result of force majeure of any Tenant Caused Delay, Landlord shall be responsible for (i) The Concessionaire shall provide in the Department event of a consensual holdover, payment of the holdover penalty portion of the monthly rental, defined in Tenant's existing lease dated August 29, 1989, as amended, with Trustee of the Mar▇ ▇. ▇▇▇▇▇ ▇▇ust U/A ("Existing Lease"), commencing on April 20, 2000 and continuing until the Independent Engineer with written notice date of anticipated Substantial Completion at least 21 days prior (hereinafter referred to as "Holdover Rent"); and (2) and in the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance event of a Substantial Completion Certificatenon-consensual holdover, payment of Tenant's Holdover Rent plus payment of Tenant's reasonable attorneys fees actually incurred by Tenant in defending any litigation instituted as a result of Ten▇▇▇'▇ non-consensual holdover (hereinafter referred to as "Attorneys Fees"). In the event Tenant is required to holdover under the Existing Lease, Ten▇▇▇ ▇▇rees to use its best efforts to obtain the existing landlord's consent to such holdover and to take any other reasonable measures to minimize the Holdover Rent or Attorney Fees. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Projectif Substantial Completion has not occurred on or before May 20, the final design and construction documents2000, and Landlord's failure to achieve such other matters as may be necessary to determine whether Substantial Completion is achieved andnot the result of force majeure or any Tenant Caused Delay, not later than five days following Landlord shall be responsible for (i) the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. Holdover Rent as otherwise provided in this Lease; (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 jointly with the Independent Engineer or independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree Attorneys Fees as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, 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 Route 495 HOT Lanes in Virginia 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 otherwise provided in Section 7.13(b) and as required by Sections 7.19, 8.07, 14.01 and 14.03this Lease; provided, that solely for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project in Section 7.13(a)(ii) and (iii) one (1) day's Minimum Annual Rental abatement for each day of delay after May 20, 2000. Finally, if Substantial Completion has not occurred on or before June 20, 2000, and (b) Landlord's failure to achieve Substantial Completion is not the result of force majeure or any Tenant Caused Delay, Tenant shall have the right to terminate this Lease by providing written notice to Landlord prior to the date of Substantial Completion. Upon such termination, both parties shall be changed to reference the New Lanes.released from further liability under this Lease, except for any obligation which either expressly or by its nature survives termination of this Lease. The

Substantial Completion. Landlord shall obtain all permits and approvals for the construction of the Improvements, and shall diligently proceed with the construction of the Improvements. “Substantial Completion” of the Improvements shall be deemed to have occurred as of the date on which the Improvements have been completed with the exception of minor punchlist items which can be fully completed without unreasonable interference with the use of the Premises for the Permitted Uses by Tenant (“punchlist items”). For purposes of determining the applicable Commencement Date, such Substantial Completion of the Improvements shall be evidenced by either (i) The Concessionaire shall provide a certificate of occupancy for the Department and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day periodPremises, the Concessionaire, the Independent Engineer 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 Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia 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 expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If a temporary certificate of occupancy allowing Tenant to use the Department disapproves Premises for the Permitted Uses, and subject only to punchlist items or (iii) the issuance of a Certificate of Substantial Completion Certificateby Landlord’s architect, 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 jointly together with the Independent Engineer or independently inspect, review and investigate issuance by the corrective workTown of N▇▇▇▇▇▇ Building Inspector of written permission to occupy the applicable Premises. If Landlord shall notify Tenant of the Department and the Concessionaire cannot, despite good faith efforts, agree as to Substantial Completion, such dispute shall be resolved in accordance with the 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 7.15, when the requirements expected date for Substantial Completion of Landlord’s construction obligations at least fifteen (15) days before such date. Following such notice, Tenant shall have been achieved the right to inspect the Premises, together with respect Landlord’s Representative or other representative of Landlord, for purposes of agreeing upon a “punchlist” of items remaining to be completed. With the exception of items referenced on said punchlist, Tenant shall be deemed to have accepted the condition of the Premises as of the applicable Commencement Date. Landlord shall thereafter promptly commence and diligently pursue to completion the work set forth on the punchlist, to the New Lanes in their entirety in accordance with this Section (without regard extent and only to the status of extent that such work is consistent with the remainder of Final Plans and Specifications. Landlord shall provide access the Route 495 HOT Lanes in Virginia Project), (A) Premises on 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 date indicated on Exhibit D for the purpose of processing installing Tenant’s furniture, fixtures and equipment, including without limitation, the installation of telephone and date wiring and equipment, such Final Acceptanceaccess to subject to all of the terms, all references provisions and conditions of this Lease other than the obligation to pay Annual Fixed Rent, Additional Rent or any other charges, provided that any such work to be performed by Tenant or its contractors during such period shall (i) not materially interfere with Landlord’s construction of the remaining Improvements, and (ii) be coordinated with the remaining Landlord Work in such a manner as to maintain harmonious labor relations and not cause any work stoppage or damage to the Route 495 HOT Lanes Premises or the Building. Notwithstanding the foregoing, in Virginia Project the event that Landlord is prevented from substantially completing the Improvements due to a “Tenant Delay”, as defined in Section 7.13(a)(ii) and (iii) and (b) 3.5 below, the Improvements shall be changed deemed to reference be substantially completed for purposes of this Lease on that date on which said Substantial Completion would have occurred but for the New Lanesapplicable Tenant Delay, as reasonably determined by Landlord’s architect.