Common use of Substantial Completion Clause in Contracts

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

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

Substantial Completion. Section 7.4.1 When Supplier believes The Tenant Improvements shall be deemed to be “Substantially Completed” on the date that it (i) the Tenant Improvements are essentially and satisfactorily completed in accordance with the Final Plans to the extent that the Leased Premises may be occupied by Tenant for its Approved Use, subject only to completion of minor finishing, adjustment of equipment, and other minor construction aspects (“punch list items”) which do not, in the aggregate, cause interference (other than minor inconvenience) with the use and occupancy of the Leased Premises for the Approved Use, and (ii) a certificate of occupancy, whether conditional or final, has achieved been issued by the requirements of Substantial Completion, Supplier proper governmental authority. Landlord shall provide written give Tenant at least 30 days prior notice (the “Notice written or oral) of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt Landlord’s reasonable estimate of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice date of Substantial Completion and of the Commissioning Report within Tenant Improvements. Tenant shall schedule with Landlord a reasonable timemutually acceptable date, which will not be later than 3 business days after the date of Substantial Completion (but in no event more earlier than ten (10) Business Days following receipt the Landlord’s estimated date of Substantial Completion), for a walk-through inspection of the Notice Leased Premises. In such walk-through, Landlord and Tenant will mutually and reasonably agree upon a punch list, and subject to Tenant Delay, Landlord will use reasonable efforts to cause such punch list work to be completed within 30 days after such walk-through. Landlord hereby warrants to Tenant, which warranty shall survive for one year following the date of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host UtilityTenant Improvements, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier the materials and equipment furnished by Landlord and Landlord’s contractors in the completion of its approval the Tenant Improvements will be of good quality and new, and (b) issue such materials and equipment and the work of such contractors shall be free from defects not inherent in the quality required or permitted hereunder. This warranty shall exclude damages or defects caused by Tenant, its agents, employees or contractors, improper or insufficient maintenance, improper operation or normal wear and tear under normal usage. Landlord shall use diligent and good faith efforts to cause the Tenant Improvements for the Fifth Floor Premises to be Substantially Completed by November 1, 2018. Subject only to Force Majeure (as defined in §11 hereof) and Tenant Delay, and provided that Landlord, using good faith efforts, obtains all required construction permits for the Tenant Improvements (the “Construction Permits”) by not later than June 30, 2018, then in the event that Landlord fails to cause the Tenant Improvements for the Fifth Floor Premises to be Substantially Completed on or before December 1, 2018, (the “Fifth Floor Substantial Completion Date”), Tenant shall be entitled to a day-for-day credit of Base Rent due as of the Commencement Date, for each day after the Fifth Floor Substantial Completion Date that the Tenant Improvements for the Fifth Floor Premises are not Substantially Completed; provided, however, that, for every day of delay which results from a Tenant Delay or a Force Majeure, the Fifth Floor Substantial Completion Date shall be moved back on a day-for-day basis. Such day-for-day credit of Base Rent shall commence upon the Commencement Date and shall continue until applied in full; provided that at no time may Tenant offset more than 50% of the Base Rent amount due each month until such abatement has been completed. Landlord shall use diligent and good faith efforts to cause the Tenant Improvements for the Fourth Floor Premises to be Substantially Completed by February 1, 2019. Subject only to Force Majeure (as defined in §11 hereof) and Tenant Delay, and provided that Landlord, using good faith efforts, obtains all required construction permits for the Tenant Improvements (the “Construction Permits”) by not later than June 30, 2018, then in the event that Landlord fails to cause the Tenant Improvements for the Fourth Floor Premises to be Substantially Completed on or before March 1, 2019, (the “Fourth Floor Substantial Completion Date”), Tenant shall be entitled to a day-for-day credit of Base Rent due as of the Commencement Date, for each day after the Fourth Floor Substantial Completion Date that the Tenant Improvements for the Fourth Floor Premises are not Substantially Completed; provided, however, that, for every day of delay which results from a Tenant Delay or a Force Majeure, the Fourth Floor Substantial Completion Date shall be moved back on a day-for-day basis. Such day-for-day credit of Base Rent shall commence upon the June 1, 2019, and shall continue until applied in full; provided that at no time may Tenant offset more than 50% of the Base Rent amount due each month until such abatement has been completed. Subject only to Force Majeure and Tenant Delay, and provided that Landlord, using good faith efforts, obtains all required Construction Permits by not later than June 30, 2018, if the Tenant Improvements for the Leased Premises are not Substantially Completed on or before April 1, 2019 (“Outside Completion Date”), then Tenant shall have the one-time right by not later than 10 days after the Outside Completion Date to terminate this lease by delivering written notice to Supplier Landlord, which notice shall be hand delivered to complete ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., and upon hand delivery of such termination notice to said address, this lease shall be deemed null and void and the Work (parties shall have no further rights or obligations hereunder, except those that specifically survive the “Notice expiration or earlier termination of this lease. Landlord and Tenant acknowledge and agree that Tenant’s damages as a result of Landlord’s failure to Complete”). Section 7.4.5 If System Owner cause the Tenant Improvements for the Fifth Floor Premises to be Substantially Completed by not later than the Fifth Floor Substantial Completion Date or the Independent Engineer has Fourth Floor Premises to be Substantially Completed by not later than the Fourth Floor Substantial Completion Date are difficult to ascertain, that such amounts set forth above are a reasonable basis not to approve the Notice pre-estimate of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval Tenant’s probable loss as a result thereof and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Ownerdamages constitute reasonable liquidated damages for Tenant’s notification, then such dispute shall be resolved in accordance with Article XIXloss and not a penalty.

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of The term “Substantial Completion” shall mean that (i) the Premises shall be in a state of completion which will, Supplier shall provide written notice except for any improvements or work to be performed by Tenant, allow Tenant to utilize the Premises for the permitted use hereunder (including the availability of required utility services) without material interference to the customary business activities of Tenant by reason of the completion of Landlord’s work, all as more fully described in Paragraph 17 below and Exhibit “Notice of Substantial Completion”F” attached hereto and (ii) to System Owner stating that Supplier Landlord has achieved Substantial Completion, together with copies of all documents received a temporary or permanent Occupancy Permit (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”defined below). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes provided that the foregoing will not be construed to relieve Tenant of achieving Substantial Completionthe obligation to install all Tenant Work (as defined in Exhibit “F”), and System Owner shall have to perform all other installations of furniture, fixtures and equipment in the right to have one or more representatives course of taking occupancy and moving into the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achievedPremises, then Supplier shall promptly take such action as necessary to achieve such requirements and, properly if and to the extent applicableapplicable governmental authorities require that such construction and other installations be completed prior to conducting final inspections or issuing a final inspection certificate, schedule another inspection certificate of occupancy, or review its equivalent (any of the Systemforegoing, an “Occupancy Permit”) for the Premises (and Substantial Completion shall nevertheless be deemed to have occurred if Landlord has completed the Tenant Improvements (as defined in Exhibit “F”) to the extent described above, but Tenant is denied an Occupancy Permit because Tenant has failed to install any Tenant Work or to perform all other installations of its furniture, fixtures and equipment properly and in accordance with applicable Governmental Requirements). Such procedure The Premises shall be repeated until such inspection deemed substantially complete even though minor or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the Independent Engineer approve non-completion of which does not materially interfere with Tenant’s use of the Notice of Substantial Completion, System Owner shall, within Premises or the Substantial Completion Review Period, (a) notify Supplier conduct of its approval and (b) issue written notice business therein. Landlord will use commercially reasonable efforts to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of cause Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes occur not later than one hundred twenty (120) days after the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXdate of this Lease.

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of As used herein, “Substantial Completion, Supplier ” shall provide written notice mean (and the Premises shall be deemed “Notice of Substantial CompletionSubstantially Complete”) when (i) the City of Seattle has given final approval in writing that all TI Work under the construction permit has been completed, (ii) installation of the TI Work has occurred in accordance with the Working Drawings, subject only to System Owner stating that Supplier has achieved punch-list items described below, and (iii) basic services as required under the Lease are available to the Premises. Notwithstanding the foregoing, Substantial Completion, together with copies Completion shall be deemed to have occurred on the date on which Tenant takes occupancy of all documents (as identified in the definition of Premises and commences to do business therein. Substantial Completion) that are required Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be delivered completed. Immediately before Tenant occupies any portion of the Premises, Landlord shall walk the portion of the Premises and create a punch-list of incomplete and defective items, and provide a copy of the punch-list to System Owner to meet Substantial Completion Tenant. Within thirty (30) days after Tenant commences occupancy of the Premises, Landlord, Tenant, and the Tenant’s Architect shall prepare a “punch-list” which shall consist of the items that have not been previously delivered. Section 7.4.2 Upon receipt been, but should have been, finished or furnished by Tenant prior to such date. Tenant shall proceed diligently to complete, or cause the TI Contractor to complete, all punch-list items, except for those punch-list items related to the Landlord’s Work which Landlord shall proceed diligently to complete, or cause its contractor to complete. Tenant shall require reasonable retainage in the TI Construction Contract and shall not release all of the Notice retainage to the TI Contractor until such time as Tenant reasonably believes all punch-list items have been completed. Release of Substantial Completion, System Owner any retainage shall promptly proceed to obtain Independent Engineer’s review and approval not release or relieve Tenant of the Notice of Substantial Completion obligation to cause all punch-list items to be completed and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified Premises to be in the Construction Schedule (the “Substantial Completion Review Period”)condition as required under this Lease. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”i) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have occurred, the right to have one or more representatives Borrower and the Independent Engineer present during shall have certified to such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, effect to the extent applicableAdministrative Agent, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve shall have certified that, to its knowledge, the Notice of Substantial Loan Parties have sufficient funds available to achieve Final Completion, System Owner shall, within the ; provided that Substantial Completion Review Periodshall be deemed to have occurred hereunder and under the other Loan Documents if all of the conditions precedent to Substantial Completion have occurred under the EPC Contract except for any conditions precedent relating to the failure of the EPC Contractor to pay liquidated damages, any other similar Dispute (aas such term is defined in the EPC Contract) notify Supplier and any reasonably related Disputes or failures by the EPC Contractor to satisfy an applicable condition precedent in connection with such Dispute(s) (including any failure by the EPC Contractor to deliver to the Borrower any waiver or release of its approval liens, a punch list or withhold drawings or other books and records), so long as (A) the Borrower has caused an amount equal to the Borrower’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 (bB) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not shall have certified that, to approve its knowledge, such deposited amount is reasonably expected to be sufficient to make payment of the Notice of Substantial Completion because 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 requirements for Substantial Completion have not been met, System Owner shall, within Borrower by the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXEPC Contractor).

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

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

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

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

Substantial Completion. Section 7.4.1 When Supplier believes that it Tenant Improvements shall be deemed substantially complete when all work called for by the Drawings has achieved been finished and the requirements of Premises is ready to be used and occupied by Tenant, even though minor items may remain to be installed, finished or corrected (“Substantial Completion, Supplier shall provide written notice (Completion Date” or the “Notice Date of Substantial Completion”) ). Tenant shall cause the contractors to System Owner stating that Supplier has achieved 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 statement of Landlord’s construction manager shall be conclusive. Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner completion shall have the right to have one or more representatives and the Independent Engineer present during such inspection or reviewoccurred notwithstanding punch list items. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within Promptly after the Substantial Completion Review PeriodDate, the parties will execute an instrument in the form attached hereto as Exhibit C-2 setting forth the Commencement Date of the Lease, so that said date is certain and such instrument, when executed, is hereby made a part of this Lease and incorporated herein by reference. NO DELAY IN THE SUBSTANTIAL COMPLETION DATE SHALL CAUSE THE RENT COMMENCEMENT DATE TO BE DELAYED; PROVIDED, 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 (a1) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”)ADDITIONAL DAY OF ABATED BASE RENT FOR EACH DAY THAT THE LANDLORD DELAY CAUSES THE SUBSTANTIAL COMPLETION DATE TO EXTEND BEYOND JUNE 1, 2015. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

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

Substantial Completion. Section 7.4.1 (a) When Supplier believes Landlord receives written certification from Architect that it has achieved construction of the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified Tenant Improvements constituting Landlord’s TI Work in the definition of Substantial Completion) that are required Building has been completed in accordance with the Approved Space Plan (except for Punch List Work), Landlord shall prepare and deliver 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 Tenant a certificate signed by both Landlord 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 Architect (the “Substantial Completion Review PeriodCertificate”) (i) certifying that the 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 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 all laws, rules, regulations, codes, ordinances, requirements, covenants, conditions and restrictions applicable thereto at the time of such delivery. Upon receipt by Tenant of the Substantial Completion Certificate and tender of possession of the Premises by Landlord to Tenant, the Tenant Improvements constituting Landlord’s TI Work in the Building will be deemed delivered to Tenant and “Substantially Complete” for all purposes of the Lease (subject to Landlord’s continuing 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 Tenant Improvements). Section 7.4.3 Supplier shall provide System Owner with reasonable notice (b) Promptly following delivery of the date and time Substantial Completion Certificate for Landlord’s TI Work in the Building, Project Manager or other representatives of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner Landlord shall have the right to have conduct one or more representatives and the Independent Engineer present during such inspection or review. If the representative “walkthroughs” of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner 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 requirements for achieving Punch List Work reflected in such joint punch list. At any time within forty-five (45) days after delivery of such Substantial Completion have not been achievedCertificate, then Supplier Tenant shall promptly take be entitled to submit one or more lists to Landlord supplementing such action as necessary joint punch list by specifying any additional items of Punch List Work to achieve be performed on the applicable Tenant Improvements constituting Landlord’s TI Work in the Building, and upon receipt of such requirements andlist(s), Landlord shall 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 extent applicablereasonably obtainable, schedule another inspection include a provision that such warranties 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 benefit of Tenant. (d) Notwithstanding any other provisions of this Workletter or review of the System. Such procedure Lease, if Landlord is delayed in substantially completing any of Landlord’s TI Work as a result of any Tenant Delay, and if the Lease Commencement Date is being determined under Section 1(c)(i) of the Lease, then notwithstanding any other provisions of the Lease to the contrary, the Premises shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice deemed to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes “Substantially Complete” on the reasons stated in System Owner’s notification, then date the Premises would have been “Substantially Complete” absent such dispute shall be resolved in accordance with Article XIXTenant Delay.

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

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

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

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of As used herein, "Substantial Completion" shall mean (and each floor of the Premises shall be deemed "Substantially Complete") when (i) installation of Building Standard Improvements and Tenant Extra Improvements in such portion of the Premises has occurred, Supplier to the extent such improvements can, in Landlord's reasonable judgment, be installed within the timeframe for completion of Building Standard Improvements, (ii) Tenant has direct access to the elevator lobby on the floor (or floors) where the Premises are located, (iii) Basic Services are available to the Premises, and (iv) the City of Bellevue has issued a temporary or permanent certificate of occupancy permitting Tenant to occupy such portion of the Premises for the Permitted Use or has taken such other action as may be customary to permit occupancy or use thereof for the Permitted Use. Notwithstanding the foregoing, Substantial Completion shall provide written notice (be deemed to have occurred on the “Notice date on which ▇▇▇▇▇▇ takes occupancy of the Premises and commences to do business therein. Substantial Completion”) Completion shall be deemed 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 have occurred even if a "punch-list" or similar corrective work remains 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 completed. Within ten (10) Business Days following receipt days after Landlord delivers possession of the Notice of Substantial Completion Premises to Tenant, Landlord, Tenant, 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 Landlord's Architect shall provide System Owner with reasonable notice prepare a "punch-list" which shall consist of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner items that the requirements for achieving Substantial Completion have not been achievedbeen, then Supplier shall promptly take but should have been, finished or furnished prior to such action as necessary date or which do not conform to achieve such requirements and, the TI Working Drawings or the Base Building Drawings (but only to the extent applicable, schedule another 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 review as soon thereafter as is possible with the exercise of the Systemdue diligence. Such procedure The cost thereof shall be repeated until such inspection borne by the General Contractor under its contract to construct the Base Building Improvements or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial CompletionUpgrades, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve TI Contractor under the Notice of Substantial Completion because TI Construction Contract, as the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXcase may be.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved (a) Developer shall give Mall II Buyer quarterly updates of the requirements 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) thirty-six (36) months after the date on which sufficient permits are received to allow Developer to begin construction in compliance with Legal Requirements and (ii) March 1, Supplier shall provide written notice 2008, as the same may be extended due to Force Majeure, Construction Delays or Buyer Delays (the “Notice "OUTSIDE SUBSTANTIAL COMPLETION DATE"). In the event that, despite Developer's diligent efforts, Substantial Completion has not occurred by the Outside Substantial Completion Date and Developer shall nevertheless be endeavoring diligently to complete the Mall Improvements, then so long as Mall II Buyer is not in default of Substantial Completion”any obligations under this Agreement, Mall II Buyer shall be entitled to liquidated damages (the "INTERIM LIQUIDATED DAMAGES") to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition amount of Substantial Completion) that are required to be delivered to System Owner to meet $5,000 per day for each day after the Outside 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 Date on which Substantial Completion has not occurred up to and including the Commissioning Report within a reasonable time, but in no event more than ten date that is six (106) Business Days following receipt of months after the Notice of Outside Substantial Completion Date and all accompanying documents or such longer period of time as specified in $10,000 per day for each day from and after said date to and including the Construction Schedule date that is one (1) year after the “Outside Substantial Completion Review Period”Date on which Substantial Completion has not occurred. During the one year period during which Interim Liquidated Damages are payable, Developer 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, rent abatements or other rent concessions under said Tenant's Leases) resulting from Developer's delay in achieving Substantial Completion ("LEASE DAMAGES"). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice If Substantial Completion has not occurred on or before the date that is one (1) year after the Outside Substantial Completion Date, subject to Supplier 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 complete ascertain the Work actual damage to Mall II Buyer as a result of the failure of Developer to achieve Substantial Completion by such date and that the Buyer Liquidated Damages Amount is a reasonable estimate of the damages which Mall II Buyer will incur as a result of such failure and, in such an event, Developer shall pay to Mall II Buyer the Buyer Liquidated Damages Amount and Developer shall be responsible to pay the Lease Damages. The "BUYER LIQUIDATED DAMAGES AMOUNT" as used in this Agreement shall mean one hundred million dollars (the “Notice to Complete”$100,000,000). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved At such time as Sublandlord considers the requirements Subtenant Improvements to be substantially completed, Sublandlord or Sublandlord’s representative will schedule a walk-through of Substantial Completionthe Sublease Premises with Subtenant or Subtenant’s representative. During such walk-through, Supplier shall provide written notice 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 “Notice 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 Substantial Completion”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) 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 days after Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall be corrected by Sublandlord’s Contractor 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 after Sublandlord receives notice of the date 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 time of 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 inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, Punch List on Subtenant’s behalf. Subtenant Improvements (which for purposes of achieving Substantial Completiondetermining substantial completion may exclude, and System Owner at Sublandlord’s election, any Additional Work) shall have the right to have one or more representatives be considered “Substantially Complete” for all purposes under this Exhibit TI and the Independent Engineer present during such inspection Sublease when: (i) the applicable governmental authority issues a temporary or review. If permanent certificate of occupancy for the representative Sublease Premises, or (ii) Subtenant first takes occupancy of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that Sublease Premises for the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier conduct of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”)business, whichever first occurs. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of “Substantial Completion” (and any correlative variations thereof) of the Warm Shell Improvements shall be not be deemed to occur until (a) the Building shells, Supplier the Building lobbies, the entrances, stairways and access ways for access to the Buildings, and all of the other Warn Shell Improvements described in the Final Warm Shell Plans have been completed, and Landlord’s architect (“Landlord’s Architect”) has certified in writing that the Warm Shell Improvements have been completed in accordance with the 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 written notice use commercially reasonable efforts to cause to be completed within thirty (the “Notice of 30) days after Substantial Completion”); (b) to System Owner stating that Supplier has achieved Substantial Completionall utilities systems serving the Premises, together with copies of life safety support systems, including fire sprinklers and safety auditory systems, all documents (as identified in heating, ventilating and air conditioning systems serving 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 CompletionPremises, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, except to the extent applicablesuch items may be included in Tenant’s Tenant Improvements, schedule another inspection or review and Building elevators have been installed and are operating; (c) all necessary governmental inspections of the System. Such procedure shall be repeated until such inspection or review has Warm Shell Improvements have been satisfactorily completed obtained and approved. Section 7.4.4 If System Owner ; (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 and Fire Department of the Independent Engineer approve City of Sunnyvale for Tenant to occupy the Notice Premises) have been satisfied; and (e) subject to minor items which do not materially affect the usability of 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 of the Warm Shell Improvements, System Owner shallLandlord and Tenant shall arrange a mutually convenient time, within no later than five (5) business days after the Substantial Completion Review Perioddate, for Tenant and/or Tenant’s Architect (aas defined below) notify Supplier and Landlord and/or Landlord’s Architect to conduct a walk-through inspection of its approval and (b) issue written notice the Warm Shell Improvements. During the inspection, Landlord’s Architect shall compile a punchlist of items yet to Supplier be completed. Landlord shall use commercially reasonable efforts to complete the Work punchlist items within thirty (30) days following the “Notice to Complete”)walk-through, and any unreasonable interference with the construction of the Tenant Improvements while completing the punchlist work shall constitute a Landlord Delay. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes The Landlord Work shall be deemed to be “Substantially Complete” with respect to the Twelfth Expansion Space on the date that it (i) all Landlord Work with respect to the Twelfth Expansion Space (other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Twelfth Expansion Space) has achieved been performed in accordance with the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents Approved Construction Documents (as identified modified by any Change Order approved in the definition of Substantial Completionwriting 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 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 Landlord Work are fully tested and operational; and (iv) Tenant has had access to the Twelfth Expansion Space to install furniture, fixtures and equipment for a period 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 Days. Prior to the Twelfth Expansion Space (or any portion thereof) being delivered to Tenant, a representative of Landlord and a representative of Tenant shall walk through the Notice of Substantial Completion and all accompanying documents Twelfth Expansion Space (or such longer period portion thereof) and jointly prepare a list of time as specified minor items which, in the Construction Schedule mutual opinion of Landlord and Tenant, have not been fully completed or which require repair (the “Substantial Completion Review PeriodPunch List Items”). Section 7.4.3 Supplier . Landlord shall provide System Owner with reasonable notice cause its contractor to complete or repair the Punch List Items within 30 days after the date of the date and time “walk-through”. Tenant shall not be entitled to any abatement of any rental obligations as pertains to the Twelfth Expansion Space pending completion of the inspection or review Punch List Items. In the event that Tenant takes possession of any portion of the System by a representative Twelfth Expansion Space following the construction of Landlord Work in such portion of the applicable Governmental Authority or Host UtilityTwelfth Expansion Space in the absence of having created a punch list, if required, for purposes of achieving Substantial Completion, and System Owner shall Tenant will be deemed to have the waived its right to have one or more representatives and the Independent Engineer present during create a punch list with respect to such inspection or review. If the representative portion of the applicable Governmental Authority Twelfth Expansion Space and shall be deemed to have accepted such portion of the Twelfth Expansion Space in its "AS IS" condition; provided, that Tenant will not be deemed to have waived any of Landlord’s warranty or Host Utility notifies Supplier repair obligations under the Lease. Time is of the essence in connection with the obligations of CPS and Tenant under this Work Letter. Except as provided in Paragraph 1 of the Sixteenth Modification, neither Landlord nor CPS shall be liable or System Owner that the requirements responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the Systemfor any reason. Such procedure shall be repeated until such inspection or review has been satisfactorily completed Tenant’s sole and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the exclusive remedy for any delay in achieving Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.any reason other 20750729v.5 B - v

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Landlord and Tenant shall cause the requirements General Contractor to Substantially Complete (defined below) the 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 Substantial Completion, Supplier shall provide written notice the Lease as set forth in the Lease (the “Notice 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 lack of 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 extent such changes are directly attributable to Tenant’s use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the events and matters set forth in Subsections (a), (b), (c) and (d) are collectively referred to as “Force Majeure Delays”), or (e) any Tenant Delays (defined in Section 6 below). The Tenant Improvements shall be deemed substantially complete on the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, certificate of occupancy or the written approval evidencing its final inspection on the building permit(s) (“Substantial Completion”) to System Owner stating , or “Substantially Completed”, or “Substantially Complete”). Tenant hereby acknowledges and agrees that Supplier has achieved the term “Substantial Completion” of the Tenant Improvements as used herein will not include the completion of any work associated with Tenant’s Installations, together 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 copies respect to any of Tenant’s Installations. Except as expressly provided to the contrary in the Lease, if the 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 any delay in occupancy (whether for damages, abatement of all documents or any portion of the Rent, or otherwise), and (iv) except in the event of any Tenant Delays, which will not affect the Commencement Date but will extend the Completion Date without any penalty or liability to Landlord. Notwithstanding anything to the contrary contained in the Lease, the Commencement Date and the Expiration Date of the Term of the Lease (as identified defined in the definition Lease) shall be extended commensurately by the amount of Substantial Completion) time attributable to Force Majeure Delays (but the Commencement 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 are required to be delivered to System Owner to meet any punch list items remain after Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not has been achieved, then Supplier Landlord, at Landlord’s sole cost and expense, shall promptly take use reasonable commercial efforts to complete, or cause to be completed, all such action as necessary punch list items after they are identified to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedLandlord by Tenant in reasonable detail. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. (a) Landlord shall use commercially reasonable efforts to cause the Work to be "substantially completed" on or before the Second Additional Space Commencement Date, subject to delays described in Section 7.4.1 27.04 of the Original Lease and delays described in Paragraph 6 of this Work Letter Agreement. The Work shall be considered "substantially completed" for all purposes under this Work Letter Agreement and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been completed (except for minor finish-out and "punchlist" items) in substantial compliance with the Plan and, if applicable, the Working Drawings, or when Tenant first takes occupancy of the Second Additional Space, whichever first occurs. When Supplier believes Landlord is of the opinion that it the Work is substantially completed, then Landlord shall so notify Tenant. Tenant agrees that upon such notification, Tenant will promptly (and not later than three (3) days after the day of Landlord's notice and in any event prior to Tenant moving its equipment and property into the Second Additional Space) inspect the Second Additional Space and execute Landlord's standard punch list ("Punch List") which shall identify any uncompleted portions of the Work. Tenant agrees that at the request of Landlord from time to time thereafter, Tenant shall promptly furnish to Landlord a revised Punch List reflecting the completion of any prior Punch List items. It is mutually agreed that if the Punch List or any revised Punch List consist only of items the non-completion of which would not materially impair Tenant's use or occupancy of the Second Additional Space or the Work is otherwise substantially completed, then, in such event, the Second Additional Space shall be deemed to be complete and Tenant will acknowledge in writing that the Second Additional Space are complete and accept possession of the Second Additional Space. If Tenant fails to conduct such inspection or execute the Punch List, Landlord is authorized to complete and sign the Punch List on behalf of Tenant, which as so completed shall be binding upon Tenant. (b) If the Work is not substantially completed on or before the Second Additional Space Commencement Date by reason of any delay (other than a delay specified in Paragraph 6 below), the Amendment shall remain in effect, Landlord shall have no liability to Tenant as a result of any delay in occupancy, the Second Additional Space Commencement Date shall be extended (subject to Paragraph 6 below) to the date on which the Work is substantially completed but the expiration date of the lease term for the Second Additional Space shall not be extended. EXHIBIT B - Page 2 6. TENANT DELAYS. There shall be no extension of the Second Additional Space Commencement Date (as permissibly extended under Paragraph 5 above) if the Work has achieved not been substantially completed on said date by reason of any delay attributable to Tenant, including without limitation: (a) the failure of Tenant to furnish the Plan required under Paragraph 1 above on or before the date stated in Paragraph 1 or the failure of Tenant to furnish the Working Drawings required under Paragraph 2 above on or before the date stated in Paragraph 2; (b) the failure of Tenant to comply with the requirements of Substantial CompletionParagraph 4 above; (c) Tenant's requirements for special work or materials, Supplier shall provide written notice finishes, or installations other than the Building Standards; (d) the “Notice performance of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified any other work in the definition Second Additional Space by any person, firm or corporation employed by or on behalf of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial CompletionTenant, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier any failure to complete the Work or delay in completion of such work; (the “Notice to Complete”)e) any other act or omission of Tenant. Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier (a) Landlord shall cause the General Contractor to construct the Tenant Improvements in the Fifth Floor Premises and Fourth Floor Premises in accordance with the applicable Approved Final Drawings and in a good and workmanlike manner. The Tenant Improvements for the Fourth Floor Premises shall 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 Fourth Floor Premises as evidenced by a certificate of occupancy or equivalent document permitting Tenant to occupy the 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 include the completion of 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 it Substantial Completion of the Tenant Improvements in the Fourth Floor Premises has achieved occurred (or will occur on a specified date). Landlord shall request that the requirements 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 ten (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-through and inspection of the Fourth Floor Premises following Landlord’s determination that completion of the Tenant Improvements has occurred. Within five (5) days after such walk-through, the 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, Supplier Tenant shall provide written notice 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 any delay in occupancy (whether for damages, abatement of all or any portion of the Rent, or otherwise). Notwithstanding the foregoing, if Landlord fails to deliver possession of the Fourth Floor Premises with the Tenant Improvements in the 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 “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 PeriodOutside Delivery Date”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner Tenant shall have the right to have one terminate the Lease upon delivery to Landlord of written notice of its election to do so on or more representatives and prior to five (5) business days following the Independent Engineer present during such inspection or reviewOutside Delivery Date. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take Tenant fails to deliver such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier Landlord on or prior to complete five (5) business days following the Work (Outside Delivery Date, Tenant shall have no further right to terminate the “Notice Lease for Landlord’s failure to Complete”). deliver possession of the Fourth Floor Premises to Tenant. Tenant’s right to terminate this Lease pursuant to this Section 7.4.5 If System Owner or 6(c) shall be Tenant’s sole right and/or remedy for Landlord’s failure to deliver possession of the Independent Engineer has a reasonable basis not Premises 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 thereofTenant. Supplier The Tenant Improvements shall promptly undertake such action or work as necessary belong to achieve such requirements Landlord and shall then issue another Notice be deemed to be incorporated into the Fourth Floor Premises for all purposes of Substantial Completion the Lease, unless Landlord, in writing, indicates otherwise to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXTenant.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved SUBSTANTIAL COMPLETION" shall occur when the requirements ---------------------- ---------------------- Improvements are substantially completed as certified by the architect preparing the Shell Plans utilizing AIA document G704, Certificate of Substantial Completion. Substantial Completion shall have occurred even though minor details of construction, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completiondecoration, together with copies of all documents (as identified in the definition of Substantial Completion) that are required landscaping, and mechanical adjustments remain to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of completed by Landlord. When the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice Certificate of Substantial Completion is issued, Landlord and the Commissioning Report architect shall prepare a punch list of incomplete, minor, detail items and Landlord shall rise all reasonable efforts to complete such items within a reasonable time, but in no event more than ten (10) Business Days following receipt of 30 days after the Notice Certificate of Substantial Completion and all accompanying documents or is issued, except as to such items that, by their nature, will take a longer period of time to complete as specified set forth in the Construction Schedule (the “punch list. The "TARGET DATE" for ----------- 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 UtilityImprovements is February 1, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review1998. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice actual date of Substantial Completion is delayed beyond the Target Date because of events beyond Landlord's reasonable control, including matters of the requirements type described in Section 23.(c), then Landlord shall have no liability therefor and the date for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until extended by the period of any such delay. If Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notificationdelayed because of any acts of a Tenant Party, then the Commencement Date shall not be extended, but rather shall start on the date on which it would have occurred but for such dispute event. Except if Tenant terminates this Lease under Section 1.(b), this Lease shall be resolved remain in accordance with Article XIXfull effect notwithstanding any delay in Substantial Completion.

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

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

Substantial Completion. Section 7.4.1 When Supplier believes For purposes of this Lease, “Substantial Completion of the Original Premises Tenant Improvements” shall occur (and the Original Premises Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Original Premises Tenant Improvements pursuant to the Original Premises Approved Working Drawings, with the exception of (A) any punch list items that it has achieved do not materially and adversely affect Tenant’s use and occupancy of the requirements original Premises and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the original Premises, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the original Premises by Tenant or under the supervision of the Original Premises Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the original Premises; and (iii) the issuance by the Original Premises Architect of a “Certificate of Substantial Completion, Supplier shall provide written notice ” certifying that the Original Premises Tenant Improvements have been substantially completed in accordance with the Original Premises Approved Working Drawings. Within five (5) days after the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice date of Substantial Completion of the Original Premises Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Commissioning Report within original Premises and identify the punch-list items of the Original Premises Tenant Improvements and jointly prepare a reasonable timewritten list of such punch-list items. Landlord shall cause the Original Premises Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, but however, that in no event more than ten (10) Business Days following receipt shall the completion or non-completion of such punch-list items have any effect on the Notice Lease Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the original Premises, the exercise by Tenant of Substantial Completion and its rights under Section 6.1 below and/or otherwise caused by Tenant, all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure which shall be repeated until such inspection or review has been satisfactorily completed and approvedrepaired by Tenant at Tenant’s cost. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved ‌ (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when Seller considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together with copies of all documents (as identified Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the definition form of Substantial Completion) that are required to be delivered to System Owner to meet Exhibit Y (the “Substantial Completion that have not been previously delivered. Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.4.2 Upon receipt of the Notice of Substantial Completion7.6(a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of include with such Substantial Completion and the Commissioning Report Certificate a copy of its proposed Punchlist. Buyer shall, within a reasonable time, but in no event more than ten (10) Business Days following after receipt of such Substantial Completion Certificate, either (i) confirm in writing to Seller that it agrees that the Notice of Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all accompanying documents or such longer period of time as specified deficiencies in the Construction Schedule (Work or that served as the “basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion Review Period”). Section 7.4.3 Supplier and resubmit its Substantial Completion Certificate to Buyer. For all purposes of this Agreement, the Work shall provide System Owner with reasonable notice be deemed to have achieved Substantial Completion on the earlier of (A) the date and time of Buyer confirms in writing to Seller that it agrees the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Work has achieved Substantial Completion have not been achievedand (B) if within ten (10) Business Days after receipt of a Substantial Completion Certificate, then Supplier shall promptly take such action as necessary Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to achieve such requirements andclause (ii) above, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within tenth (10th) Business Day after Seller issues the Substantial Completion Review PeriodCertificate to Buyer in accordance with the requirements of this Agreement; provided, however, that, for the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.4(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.4(c), the Work shall be deemed to have achieved Substantial Completion on (a1) notify Supplier if Buyer does not dispute Seller’s Substantial Completion Certificate as provided above, the date Seller issues to Buyer such Substantial Completion Certificate, or (2) if Buyer disputes Seller’s Substantial Completion Certificate as provided above and, without resolving Buyer’s objections and resubmitting its Substantial Completion Certificate, Seller disputes Buyer’s objections, then the later of its approval (x) the date Seller issued to Buyer such Substantial Completion Certificate or (y) the date that, according to the final resolution of the Dispute (whether by agreement of the Parties or Expert determination pursuant to Section 26.10(b)), is determined to be the date as of which all conditions to Substantial Completion were, and continued to be, satisfied. (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationGuaranteed Substantial Completion Date, then such dispute Seller shall be resolved in accordance with Article XIX.pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)50 for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date Seller achieves Substantial Completion,

Substantial Completion. Section 7.4.1 When Supplier believes Sublandlord agrees to use commercially reasonable efforts to Substantially Complete (as hereinafter defined) the Sublandlord’s Work by the date that it has achieved is seven (7) months from the requirements Effective Date, subject to extensions for force majeure and any Subtenant caused delays (including, without limitation, Subtenant’s failure to provide Sublandlord with reasonable access to the Subleased Premises to undertake the Sublandlord’s Work); provided, however, Subtenant acknowledges and agrees that Sublandlord makes no guaranty or warranty of Substantial Completion, Supplier Completion by such date. The Sublandlord’s Work shall provide written notice be deemed substantially completed (the “Notice of Substantially Completed” or “Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completionwhen, together with copies of all documents (as identified in the definition opinion of Substantial Completion) that are required the construction manager (whether an employee or agent of Sublandlord or a third party construction manager, the “Construction Manager”), the Sublandlord’s Work is substantially completed except for punch list items which do not prevent in any material way the use of the Subleased Premises for the purposes for which they were intended. In the event Subtenant, its employees, agents, or contractors cause, directly or indirectly, the construction or completion of the Sublandlord’s Work to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of delayed, then the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice date of Substantial Completion and shall be deemed to be the Commissioning Report within a reasonable timedate that, but in no event more than ten (10) Business Days following receipt the opinion of the Notice of Construction Manager, Substantial Completion and all accompanying documents would have occurred if such delays or such longer period of time as specified impairments had not taken place. Without limiting the foregoing, Subtenant shall be solely responsible for delays caused by Subtenant’s request for any changes in the Construction Schedule (plans, Subtenant’s request for long lead items, Subtenant’s failure to provide Sublandlord with reasonable access to the “Subleased Premises to undertake the Sublandlord’s Work, and/or Subtenant’s interference with the construction of the Sublandlord’s Work, and such delays shall not entitle Subtenant to any abatement of rent or other rights of any kind. Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, is only material for purposes of achieving Substantial Completion, and System Owner shall have determining the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative completion of the applicable Governmental Authority Sublandlord’s Work and has no impact whatsoever on the Extended Term Commencement Date and/or Subtenant’s other obligations under the Sublease, including, without limitation, the obligation to pay rent. In no event shall Sublandlord have any obligation for any defects in the Subleased Premises or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedany limitation on its use. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

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

Substantial Completion. If the Building Shell Improvements are not Substantially Completed by the Estimated Substantial Completion Date, then the Lease Commencement Date shall be one hundred eighty (180) days following the date the Building Shell Improvements would have been Substantially Completed but for any Tenant Delay, subject to the provisions of Section 7.4.1 When Supplier believes 2.02 above. Tenant agrees that any Tenant Delay shall be cumulative and shall not cause the Lease Commencement Date to be extended beyond what it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified otherwise would have been in the definition absence of Substantial Completionany Tenant Delay. For purposes of this Lease, the Building 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 are required to can be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt completed with only minor interference with construction and installation of the Notice of Substantial CompletionTenant Improvements, System Owner which shall promptly proceed to obtain Independent Engineer’s review be itemized on a punch list and approval of completed by Landlord within sixty (60) days following the Notice date of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice 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 Substantial Completion therefor, and (c) upon written notice from Landlord to Tenant of the foregoing, accompanied by a copy of such Certificate of 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 expressly granting Tenant possession and occupancy of the date and time Building Shell Improvements ("SUBSTANTIALLY COMPLETED" or "SUBSTANTIAL COMPLETION" of the inspection Building Shell Improvements, or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for similar phrase). For purposes of achieving Substantial Completionthis Lease , and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure Tenant Improvements shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, Substantially Completed when (a) notify Supplier all of its approval 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 (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 issuance of a reasonable basis not to approve the Notice final unconditional Certificate of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation Occupancy for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXProperty.

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

Substantial Completion. Section 7.4.1 When Supplier believes the CONTRACTOR considers that it has achieved the Work, or a portion thereof, which the OWNER agrees to accept separately, is Substantially Complete, the CONTRACTOR shall prepare and submit to the OWNER’S REPRESENTATIVE a comprehensive list of items to be completed and corrected. The CONTRACTOR shall proceed promptly to complete and correct items on the list. Failure to include an item on the list does not relieve the CONTRACTOR of the responsibility to complete all Work in accordance with the 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 accordance with the requirements of the Contact Documents, the CONTRACTOR shall, before issuance of the Certificate of Substantial Completion, Supplier shall provide written notice (complete or correct such item upon notification by the “Notice OWNER’S REPRESENTATIVE. The 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”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in Completion which shall establish the definition date of Substantial Completion) that are required Completion and shall establish responsibilities of the OWNER and CONTRACTOR for: Security Maintenance Water, sewer, electric and other utilities Damages to be delivered to System Owner the Work; and Insurance Responsibilities The Certificate shall also establish the time within which the CONTRACTOR shall finish all items on the list of incomplete Work or corrections otherwise necessary to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt the requirements of the Notice Contract Documents. Warranties required by the Contract Documents shall commence on the date of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval or designated portion thereof, unless otherwise provided in the Certificate of the Notice Substantial Completion. The Certificate of Substantial Completion shall be submitted to the OWNER and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt CONTRACTOR for their written acceptance of responsibilities assigned to each. Upon Substantial Completion of the Notice of Substantial Completion Work, or designated portion thereof, and all accompanying documents upon application by the CONTRACTOR, certification by the OWNER’S REPRESENTATIVE, and approval by the OWNER, the OWNER shall make payment, reflecting adjustment in retainage, if any, for such Work or such longer period of time portion thereof as specified provided in the Construction Schedule (the “Substantial Completion Review Period”)Contract Documents. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when Seller considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together with copies of all documents (as identified Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the definition form of Substantial Completion) that are required to be delivered to System Owner to meet Exhibit Y (the “Substantial Completion that have not been previously delivered. Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.4.2 Upon receipt of the Notice of Substantial Completion7.6(a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of include with such Substantial Completion and the Commissioning Report Certificate a copy of its proposed Punchlist. Buyer shall, within a reasonable time, but in no event more than ten (10) Business Days following after receipt of such Substantial Completion Certificate, either (i) confirm in writing to Seller that it agrees that the Notice of Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all accompanying documents or such longer period of time as specified deficiencies in the Construction Schedule (Work or that served as the “basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion Review Period”). Section 7.4.3 Supplier and resubmit its Substantial Completion Certificate to Buyer. For all purposes of this Agreement, the Work shall provide System Owner with reasonable notice be deemed to have achieved Substantial Completion on the earlier of (A) the date and time of Buyer confirms in writing to Seller that it agrees the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Work has achieved Substantial Completion have not been achievedand (B) if within ten (10) Business Days after receipt of a Substantial Completion Certificate, then Supplier shall promptly take such action as necessary Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to achieve such requirements andclause (ii) above, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within tenth (10th) Business Day after Seller issues the Substantial Completion Review PeriodCertificate to Buyer in accordance with the requirements of this Agreement; provided, however, that, for the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.4(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.4(c), the Work shall be deemed to have achieved Substantial Completion on (a1) notify Supplier if Buyer does not dispute Seller’s Substantial Completion Certificate as provided above, the date Seller issues to Buyer such Substantial Completion Certificate, or (2) if Buyer disputes Seller’s Substantial Completion Certificate as provided above and, without resolving Buyer’s objections and resubmitting its Substantial Completion Certificate, Seller disputes Buyer’s objections, then the later of its approval (x) the date Seller issued to Buyer such Substantial Completion Certificate or (y) the date that, according to the final resolution of the Dispute (whether by agreement of the Parties or Expert determination pursuant to Section 26.10(b)), is determined to be the date as of which all conditions to Substantial Completion were, and continued to be, satisfied. (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationGuaranteed Substantial Completion Date, then such dispute Seller shall be resolved in accordance with Article XIX.pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)49 for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date Seller achieves Substantial Completion,

Substantial Completion. Subject to Section 7.4.1 When Supplier believes that it has achieved 2.1 of the requirements 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 Substantial Completionconstruction, Supplier shall provide written notice in good workmanlike manner, and in accordance with the Final Drawings, by August 23, 2002 (the “Notice 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 date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, temporary or final certificate of occupancy or the written approval evidencing its final inspection on the building permit(s), and the date on which the architect that prepared the Final Drawings certifies that the Tenant Improvements have been constructed substantially in accordance therewith, or (ii) the date on which Tenant first takes occupancy of the Premises, whichever first occurs (“Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in or “Substantially Completed”, or “Substantially Complete”). If the definition of Substantial Completion) that are required Work is not deemed to be delivered Substantially Completed on or before the scheduled Completion Date, Landlord agrees to System Owner use reasonable efforts to meet Substantially Complete the Work as soon as practicable thereafter, and the other rights and obligations of the parties shall be 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 writing, indicates otherwise to Tenant. Within ten (10) business days after the Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice Tenant Improvements, representatives of Substantial Completion, System Owner Landlord and Tenant shall make a joint inspection of the Tenant Improvements and the results of such inspection shall be set forth in a written list specifying the incomplete items as well as those items for which corrections need to be made (the “Punchlist Items”). Landlord and Tenant 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 (by no event more later than ten (10) Business Days following receipt 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 of Punchlist Items within 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 11.3 of this Lease. Landlord shall assign to Tenant the right, together with Landlord, to concurrently enforce any warranties made by the General Contractor or material suppliers in favor of Landlord with respect to the construction 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”)Tenant Improvements. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. For purposes of this Sublease, the terms “Substantially Complete” and “Substantial Completion” (or any variation thereof) shall mean completion of construction of the Sublessor’s Work in accordance with the Approved Plans as modified by any change orders approved by Sublessee, subject only to Punchlist items established pursuant to Section 7.4.1 When Supplier believes that it has achieved 4.4 above, evidence of payment by Sublessor of all costs in 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 requirements Subleased Premises for the 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 for the Improvements on Standard AIA Form G-704 certified by Sublessor’s architect. In the event Substantial Completion is delayed because of a change order approved by Sublessee which also resulted in a delay of the date set for Substantial Completion as advised by Sublessor prior to Sublessee’s approval of the change order (“Sublessee Delay”), then for the purpose of establishing the First Phase Delivery Date or Second Phase Delivery Date and any other date tied to the date of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of shall be deemed to mean the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of date when Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements would have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then achieved but for such dispute shall be resolved in accordance with Article XIXSublessee Delay.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Except as otherwise specifically provided in this Lease (including without limitation a delay in Landlord’s achieving Substantial Completion by reason of a Tenant Delay), and consistent with the requirements provisions of Substantial CompletionSections 6.2 and 6.3 of this Lease, Supplier Tenant shall provide written notice not be liable to Landlord for the payment of Rent or any other payment under this Agreement applicable to a Phase (“Tenant Payment Obligations”) until the Landlord’s Work with respect to the applicable Phase is substantially completed in accordance with all Legal Requirements and the Final Plans, as certified by Architect in an executed and dated document on Architect’s letterhead (the “Notice Architect’s Certificate of Substantial Completion”) to System Owner stating that Supplier ), the Phase is ready for occupancy by Tenant, and Landlord has achieved 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, together if Tenant occupies any portion of the Building prior to Substantial Completion 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 copies 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 documents (as identified 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 definition date when Substantial Completion of Substantial Completion) that are required each Phase of the Premises is expected 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 achieved (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 PeriodTarget Date”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice . 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 Substantial Completion Target Date. After the applicable notice is either given or received by Landlord, Tenant shall be permitted (a) access to the First Phase upon execution of this Lease, 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 time Section 20 (Insurance), shall be applicable and effective as of the inspection or review Limited Access Date; (b) Tenant shall deliver to Landlord the Certificate 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 System by a representative 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 applicable Governmental Authority or Host Utilityvivarium for animal research (other than a prohibition against on-site disposal by burning of dead animals), if requiredand any such prohibition shall be deemed, for purposes of achieving Substantial Completionthis Lease, and System Owner shall have to be the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative equivalent of the applicable Governmental Authority pendency of any Zoning Amendment Appeal (defined herein) or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedSubsequent Appeal (defined herein) under Section 9 . Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Landlord shall use commercially reasonable efforts to cause the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required Required Base Building Improvements to be delivered Substantially Complete on or before February 1, 2014, subject to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review Force Majeure Events and approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten Tenant Delays. Landlord will give Tenant at least thirty (1030) 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 days' prior written notice of the date on which the Required Base Building Improvements are anticipated to be Substantially Complete (the "Substantial Completion Date"). "Substantially Complete" or "Substantial Completion" shall mean that the Required Base Building Improvements have been substantially completed in accordance with the Building Plans and, with respect to the Warm Shell Improvements only, completed in accordance with the Building Plans except for minor omissions, mechanical adjustments and time items of the inspection type customarily found on an architectural punchlist that will not interfere with or review delay completion of the System by Tenant Improvements ("Punchlist Items"). Landlord and Tenant shall then 'mange a representative mutually convenient time, no later than five (5) business days after the anticipated Substantial Completion Date specified in Landlord's notice, for Tenant and/or Tenant's Architect (as defined below) and Landlord and/or ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ("Landlord's Architect") to conduct a walk-through inspection of the applicable Governmental Authority Warm Shell Improvements. During the inspection, Landlord's Architect shall compile a list of the Punchlist Items yet to be completed, which list shall be reviewed and approved by Tenant's Architect, with such approval not to be unreasonably withheld, conditioned or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or reviewdelayed. If Tenant or Tenant's Architect shall fail to inspect the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, Warm Shell Improvements within five (5) business days after the Substantial Completion Review PeriodDate specified in Landlord's notice, (a) notify Supplier of its approval the Warm Shell Improvements shall be deemed completed 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 metsatisfactory in all respects, System Owner shall, within and the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure Date shall be repeated until Substantial Completion is achievedthe date set forth in Landlord's notice. If Supplier disputes Landlord's failure to have Substantially Completed the reasons stated in System Owner’s notificationRequired Base Building Improvements by February 1,2014, then such dispute subject to Force Majeure Events and Tenant Delays, shall be resolved in accordance with Article XIXgoverned by the provisions of Section 2.2 of the Lease.

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

Substantial Completion. Section 7.4.1 When Supplier believes The terms “Substantial Completion of Additional Expansion Premises” or “Substantially Completed” shall mean that it has achieved state of completion of the requirements Additional Expansion Work which will, except for any improvements or work to be performed by Tenant, allow Tenant to utilize the Additional Expansion Premises for its intended purpose without material interference to the customary business activities of Tenant by reason of the completion of any work being performed by Landlord, provided Substantial Completion, Supplier shall provide written notice Completion of the Additional Expansion Premises cannot occur unless there is available to the Additional Expansion Premises: (the “Notice 1) reasonable quantities of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are those utility services required to be delivered furnished by Landlord under the terms of the Lease and (2) reasonable access through a ground floor entranceway of the Building and that portion of the lobby area of the Building leading from such entranceway to System Owner to meet the Additional Expansion Premises. Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice Additional Expansion Premises shall be deemed to have occurred notwithstanding that minor or insubstantial details of Substantial Completionconstruction, System Owner shall promptly proceed decoration or mechanical adjustment remain to obtain Independent Engineer’s review and approval of be performed. Landlord presently anticipates that the Notice date of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice Additional Expansion Premises will be on or about the ninetieth (90th) day after the date on which Landlord receives of all permits necessary to complete the Expansion Work. The term “Date of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the Additional Expansion Premises” shall mean the earlier of (i) the date and time of on which the inspection Additional Expansion Work is Substantially Completed or review of (ii) the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner date that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Additional Expansion Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements would have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXSubstantially Completed but for any Additional Expansion Premises Tenant Delay.

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

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

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

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has Each Building shall be deemed "Substantially Complete" or to have achieved the requirements of "Substantial Completion" upon the substantial completion of the Base Building and the Tenant Improvements in accordance with the 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, Supplier Landlord shall provide written notice 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 “Notice Premises and prepare a punch-list of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are known or apparent deficiencies or incomplete work required to be delivered corrected or completed by Landlord pursuant to System Owner the Plans and Specifications. Landlord, at Landlord's sole cost and expense, shall cause all punch-list items 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 timebe repaired or completed as soon as possible, but in no event more 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 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 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 Completionthereof, and System Owner Tenant shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements same rights with respect thereto as set forth herein for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedall other punch-list items. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

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

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

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

Substantial Completion. Section 7.4.1 When Supplier believes For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that it has achieved do not materially and adversely affect Tenant’s use and occupancy of the requirements Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion, Supplier shall provide written notice ” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Commissioning Report within Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a reasonable timewritten list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, but however, that in no event more than ten (10) Business Days following receipt shall the completion or non-completion of such punch-list items have any effect on the Notice Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of Substantial Completion and its rights under Section 6.1 below and/or otherwise caused by Tenant, all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure which shall be repeated until such inspection or review has been satisfactorily completed and approvedrepaired by Tenant at Tenant’s cost. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes The Leased Premises shall be deemed to be substantially completed ("Substantial Completion") at such time as Landlord shall certify in writing to Tenant that it has achieved said Leased Premises have been completed in substantial accordance with the requirements 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, Supplier Landlord shall provide written 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 “Notice 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) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition event 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 a consensual holdover, payment of the Notice of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval holdover penalty portion of the Notice 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 date of Substantial Completion (hereinafter referred to as "Holdover Rent"); and (2) and in the Commissioning Report within event of a non-consensual holdover, payment of Tenant's Holdover Rent plus payment of Tenant's reasonable timeattorneys 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, but in no event more than ten (10) Business Days following receipt of Ten▇▇▇ ▇▇rees to use its best efforts to obtain the Notice of existing landlord's consent to such holdover and to take any other reasonable measures to minimize the Holdover Rent or Attorney Fees. In addition, if Substantial Completion has not occurred on or before May 20, 2000, and all accompanying documents or Landlord's failure to achieve such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier is not the result of force majeure or any Tenant Caused Delay, Landlord shall provide System Owner with reasonable notice be responsible for (i) the Holdover Rent as otherwise provided in this Lease; (ii) the Attorneys Fees as otherwise provided in this Lease; and (iii) one (1) day's Minimum Annual Rental abatement for each day of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utilitydelay after May 20, 2000. Finally, if requiredSubstantial Completion has not occurred on or before June 20, for purposes of achieving Substantial Completion2000, and System Owner 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 have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary terminate this Lease by providing written notice to achieve such requirements and, Landlord prior to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice date of Substantial Completion. Upon such termination, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure both parties shall be repeated until Substantial Completion is achievedreleased from further liability under this Lease, except for any obligation which either expressly or by its nature survives termination of this Lease. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.The

Substantial Completion. Subject to the provisions of Section 7.4.1 When Supplier believes 35, Landlord shall use its reasonable efforts to “substantially complete” the Premises by the Target Date, provided that it 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 construction of the improvements described in Section 35, including Building Systems, has achieved been completed in accordance with the Approved Plans and Specifications (as defined in Section 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 Building 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 Substantial Completionsubsection (ii) shall be deemed satisfied if all of the other subsections have been satisfied and the government approval is delayed solely as a result of either (x) the installation of furniture, Supplier shall provide written notice fixtures or equipment 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 “Notice Outside Completion Date”), then an abatement equal to one day of Base Rent for every day after the Outside Completion Date that Substantial Completion”Completion fails to occur. Notwithstanding the foregoing, if a Tenant Caused Delay (below defined) to System Owner stating that Supplier has achieved Substantial Completionshall occur, together with copies and as a result thereof substantial completion of all documents (as identified the Premises shall not occur by the Target Date, then and in such event the definition of Substantial Completion) that are required Commencement Date shall be deemed to be delivered to System Owner to meet Substantial Completion the date that have not been previously delivered. Section 7.4.2 Upon receipt substantial completion 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, Premises would have occurred (but in no event prior to the Target Date or later than July 1, 2009) in the absence of the Tenant Caused Delay. For purposes hereof, 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 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) Tenant withholding its written authorization to proceed with a change order affecting the construction of the Premises or otherwise modifying the Tenant Improvements for more than ten three (103) Business Days following business days after its receipt of a written request therefor; or (iv) Tenant’s written direction to “stop-work” at 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”)Premises. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when Seller considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together with copies of all documents (as identified Seller shall certify that the Work has achieved Substantial Completion by delivering a certificate substantially in the definition form of Substantial Completion) that are required to be delivered to System Owner to meet Exhibit Y (the “Substantial Completion that have not been previously delivered. Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.4.2 Upon receipt of the Notice of Substantial Completion7.6(a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of include with such Substantial Completion and the Commissioning Report within Certificate a reasonable timecopy of its proposed Punchlist. Buyer shall, but in no event more than on or before ten (10) Business Days following after receipt of such Substantial Completion Certificate provided in accordance with the Notice requirements of this Agreement, either (i) confirm in writing to Seller that it agrees that the Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all accompanying documents or such longer period of time as specified deficiencies in the Construction Schedule (Work or that served as the “basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion Review Period”and resubmit its Substantial Completion Certificate to Buyer. For all purposes of this Agreement, the Work shall be deemed to have achieved Substantial Completion on the earlier of (A) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Substantial Completion and (B) if on or before ten (10) Business Days after receipt of a Substantial Completion Certificate provided in accordance with the requirements of this Agreement, Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to clause (ii) above, the tenth (10th) Business Day after receipt of such Substantial Completion Certificate; provided, however, that, for the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.4(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.4(c), the Work shall be deemed to have achieved Substantial Completion on (1) if Buyer does not dispute Seller’s Substantial Completion Certificate as provided above, the date Seller issues to Buyer such Substantial Completion Certificate, or (2) if Buyer disputes Seller’s Substantial Completion Certificate as provided above and, without resolving Buyer’s objections and resubmitting its Substantial Completion Certificate, Seller disputes Buyer’s objections, then the later of (x) the date Seller issued to Buyer such Substantial Completion Certificate or (y) the date that, according to the final resolution of the Dispute (whether by agreement of the Parties or Expert determination pursuant to Section 26.10(b)), is determined to be the date as of which all conditions to Substantial Completion were, and continued to be, satisfied. Section 7.4.3 Supplier (b) If Substantial Completion is not achieved on or prior to the Guaranteed Substantial Completion Date, Seller shall provide System Owner with reasonable notice pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)55 for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date 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 Seller achieves Substantial Completion, (ii) the date this Agreement is validly terminated, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within (iii) the Substantial Completion Review PeriodTermination Trigger Date (collectively, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to CompleteDelay Liquidated Damages”). . Nothing in this Section 7.4.5 If System Owner 7.4(b) shall limit (A) Buyer’s rights or the Independent Engineer has a reasonable basis not remedies with respect to approve the Notice any breach by or default of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier Seller of its non-approval and include a detailed explanation any provision of this Agreement or any Ancillary Agreement for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice consequences thereof other than the failure of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achievedoccur 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). Such procedure Delay Liquidated Damages shall be repeated until 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 achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationSubstantial Completion Termination Trigger Date, then such dispute Buyer shall be resolved entitled to terminate this Agreement by delivering a written notice to Seller (such notice, a “Substantial Completion Termination Notice”). The Substantial Completion Termination Notice shall designate a Termination Date, which shall be no earlier than the date such Substantial Completion Termination Notice is delivered by Buyer. (d) Seller and Buyer agree that: (i) it is 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; (ii) Buyer would be damaged by any failure of Seller to meet such obligations; (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 (2) in accordance with Article XIXthe 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 anticipated from such failure; and (vi) 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.

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved Seller shall use commercially reasonable efforts to obtain, or cause the requirements Contractor to obtain, a building permit and all other permits, licenses and approvals of Substantial Completiongovernmental authorities required for the construction, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition of Substantial Completion) that are required to be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt equipping and furnishing of the Notice of Substantial Completion, System Owner Hotel in accordance with the Plans and Specifications and this Contract. Seller shall promptly proceed to obtain Independent Engineer’s review and approval diligently pursue construction of the Notice of Substantial Completion and Hotel in accordance with this Contract and, subject to Force Majeure, shall cause the Commissioning Report within a reasonable time, but in Contractor to Substantially Complete the Hotel no event more later than ten (10) Business Days following receipt 425 days after the commencement of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule Review Period (the “Substantial Completion Review PeriodDate”). Section 7.4.3 Supplier . Seller shall provide System Owner with reasonable notice notify Buyer within three (3) Business Days after the occurrence of any Force Majeure and shall keep Buyer informed as to the nature and extent of the date Force Majeure and time the estimated length of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving any anticipated delay in Substantial Completion. If Seller fails to Substantially Complete the Hotel by the Substantial Completion Date as a result of Force Majeure, this Contract shall not terminate but the Substantial Completion Date shall be extended to a date reasonably agreed upon in writing by Buyer and Seller taking into account such Force Majeure. If Seller fails to Substantially Complete the Hotel by the Substantial Completion Date as a result of any act, omission or event other than Force Majeure or default by Seller, but the Hotel is Substantially Completed within one hundred twenty (120) days after the Substantial Completion Date, Buyer shall receive a Purchase Price credit equal to One Thousand Five Hundred Dollars ($1,500) per day for each day (up to one hundred twenty (120) days) that expire after the Substantial Completion Date, and System Owner the Substantial Completion Date shall be extended to the date the Hotel is Substantially Completed. If Seller fails to Substantially Complete the Hotel by the end of such one hundred twenty (120) day period other than as a result of any act, omission or event other than Force Majeure or default by Seller, Buyer, in its sole and absolute discretion, shall have the right (a) to have terminate this Contract by written notice to Seller given within three (3) Business Days after the expiration of such one or more representatives and hundred twenty (120) day period, in which event the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure ▇▇▇▇▇▇▇ Money Deposit shall be repeated until returned to Buyer as its sole remedy in connection with such inspection termination, and thereafter both Buyer and Seller shall thereupon be released from all obligations with respect to this Contract or review has been satisfactorily completed (b) to treat this Contract as being in full force and approved. Section 7.4.4 If System Owner effect, in which event Buyer shall receive a Purchase Price credit at Closing in the amount of One Hundred Eighty Thousand Dollars ($180,000), and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure Date shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated extended to a date reasonably agreed upon in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXwriting by Buyer and Seller.

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

Substantial Completion. Section 7.4.1 When Supplier believes If Landlord shall be delayed in substantial completion as a result of Tenant Delays, then the Commencement Date, and Tenant's obligation to begin paying Base Rent and Additional Charges, shall 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 it has achieved Substantial Completion will not occur on or before the requirements 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 request Tenant shall commence payment of Substantial CompletionBase Rent and Additional Charges on the date one month following the Scheduled Commencement Date. If Landlord makes such election, Supplier shall provide written notice (then the “Notice installment of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial CompletionBase Rent, together with copies and any installments of all documents (as identified in the definition any components of Substantial Completion) Additional Charges, that are required to be delivered to System Owner to meet first due after Substantial Completion that have occurs shall be adjusted to reflect the actual Commencement Date. Landlord's election, as set forth above, shall not been previously delivered. Section 7.4.2 Upon receipt constitute a waiver of the Notice of Substantial Completion, System Owner shall promptly proceed any default by Tenant or any other remedy available to obtain Independent Engineer’s review and approval of the Notice of Substantial Completion and the Commissioning Report within Landlord as a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements andresult thereof, to the extent applicablethe circumstances giving rise to a Tenant Delay constitute a default by Tenant hereunder or under the Lease. Within seven (7) days after written request of Landlord, schedule another inspection or review Tenant agrees to give Landlord a letter confirming the Commencement Date and certifying that Tenant has accepted delivery of the SystemPremises and that the condition of the Premises complies with Landlord's obligations hereunder. Such procedure shall be repeated until such inspection EXHIBIT "B" 6 66 EXHIBIT "B-1" ------------------------------------------------------------------------------- LANDLORD'S PLANS The plans and specifications related to Two Circle Star Way as drawn or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completionassembled by Kenn▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇artners, System Owner shallInc. 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, within the Substantial Completion Review PeriodDRAWING SCHEDULE, (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 metMANDATORY 3/10/98 MEASURES, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its nonAND 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-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.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. Section 7.4.1 When Supplier believes Substantial Completion" of the Improvement shall not have occurred until (i) Landlord's architect, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇/Architects, Inc. (the "Architect") shall have delivered to Landlord and Tenant a written certificate stating that it all of the Improvements have been substantially completed in substantial accordance with the Construction Documents, except for the Punch List Items; and (ii) a certificate of occupancy has achieved been issued allowing Tenant to occupy and use the requirements Leased Premises; provided, however, that if the reason that a certificate of occupancy has not or cannot be issued is (A) because of work yet to be performed by Tenant (E.G., Tenant's Work (hereinafter defined)), or (B) due to Tenant Delays, then the failure or inability to obtain a certificate of occupancy shall not delay or prevent the occurrence of Substantial Completion. The term "Punch List Items" shall mean details of construction, Supplier shall provide written notice (decoration, and mechanical adjustment which are part of the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified Improvements and which in the definition of Substantial Completion) that aggregate, are required to be delivered to System Owner to meet Substantial Completion that have minor in character and do not been previously delivered. Section 7.4.2 Upon receipt materially interfere with the Tenant's use or enjoyment of the Notice of Substantial Completion, System Owner Leased Premises. Landlord 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 give Tenant not less 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 days notice of the date and time upon which Landlord estimates Substantial Completion to be achieved. Upon receipt of Landlord's notification, Tenant shall verbally notify Landlord of the date Tenant intends to make a walk-through inspection or review of the System by a representative of Leased Premises, such date to be on the applicable Governmental Authority or Host Utility, if required, date specified in Landlord's notice for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice estimated occurrence of Substantial Completion. The EXHIBIT 10.43 Architect, System Owner shallthe Contractor, Landlord's project representative and Tenant's project representative shall meet to review and approve of the matters to be included as Punch List Items, which approvals shall not be unreasonably withheld. Punch List Items shall be completed by Landlord at Landlord's expense. Landlord shall use its best efforts to complete all of the Punch List Items within thirty (30) days after the occurrence of Substantial Completion Review PeriodCompletion. At the conclusion of the walk-through inspection, Tenant will be deemed to have acknowledged that, subject only to Landlord's completion of the Punch List Items, (ai) notify Supplier of its approval it has inspected and accepts the Leased Premises, (ii) the Leased Premises is suitable for the purpose for which it is leased, (iii) the Leased Premises is in good and satisfactory condition, and (biv) issue written notice no representations as to Supplier the repair of the Leased Premises, nor promises to complete alter, remodel or improve the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements Leased Premises which have been achievedmade by Landlord remain unsatisfied. Such procedure shall At the conclusion of the walk-through inspection Tenant further agrees to execute an Acceptance of Leased Premises Memorandum in the form attached hereto and made a part hereof as EXHIBIT "D", whereupon possession of the Leased Premises will be repeated until Substantial Completion is achieveddelivered to Tenant and Tenant will be deemed to have accepted the Leased Premises, and Tenant may thereafter occupy the Leased Premises. If Supplier disputes Tenant's failure to conduct a walk-through inspection or execute the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXAcceptance of Leased Premises Memorandum will not delay the occurrence of the Commencement Date.

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of The following are conditions precedent to Substantial Completion, Supplier shall provide written notice : (the “Notice of Substantial Completion”a) to System Owner stating that Supplier has achieved Substantial Completion, together with received copies of all documents Contractor Acquired Permits and associated approvals required to be obtained by Contractor pursuant to Section 3.8; (as identified in the definition of Substantial Completionb) that are Owner has received all Contractor Deliverables required to be delivered to System Owner to meet 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 not been previously delivered.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 Section 7.4.2 Upon receipt (e) Contractor shall have achieved Mechanical Completion as evidenced by an Owner’s Certificate of Mechanical Completion; (f) all Work, including interconnection of the Notice Common Facilities and correction of Substantial Completion, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval any Defects identified during the preparation of the Notice of Substantial Completion and the Commissioning Report within a reasonable timePunchlist or during any testing, but in no event more than ten not including the items listed on the Punchlist, shall have been completed; (10g) Business Days following receipt each of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule following have been satisfied: (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 i) each Acceptance Test that is required to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements run for Substantial Completion have not pursuant to Part I, Section 8.3, Table 8-2 of the Scope Book, has been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved completed in accordance with Article XIXthe test procedures as set forth in Part I, Section 8.2 of the Scope Book, including such procedures as have been developed and mutually agreed to Owner and Contractor; and (ii) the Project shall have achieved the Performance Guarantees (except for those Emissions Guarantees that will not be tested until after Substantial Completion pursuant to Part I, Section 8.1.5, Table 1 of the Scope Book, the Ammonia Consumption Rate Guarantee, and the Limestone Consumption Rate Guarantee), or the Project shall have achieved the Minimum Performance Criteria; (h) Contractor shall have licensed all Intellectual Property Rights to Owner; and (i) all operational spare parts to be purchased or reconditioned by Contractor pursuant to Section 3.20.3 have, as applicable, been reconditioned or been delivered or purchased for delivery to Owner free and clear of any liens, claims, charges, security interests and encumbrances whatsoever, and all special tools have been turned over to Owner.

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved the requirements of Substantial Completion" shall occur when each of the following conditions is satisfied: (a) the Improvements are substantially completed in accordance with the 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, Supplier shall provide written notice (as applicable) has been issued by the “Notice of Substantial Completion”) applicable governmental authority which allows Tenant the legal right to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified occupy and conduct its day-to-day business in the definition 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 Substantial Completion) that are required construction, decoration, landscaping, and mechanical adjustments remain to be delivered completed by Landlord. Tenant shall prepare and deliver to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt Landlord a punch list of the Notice of Substantial Completionincomplete, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of 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 the Commissioning Report punch list with respect to which Landlord shall complete such items within a reasonable time. In the event that the Improvements are not Substantially Complete by November 15, but 2008 (which date shall 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 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 connection with its existing leased premises to Tenant’s existing landlord, not to exceed $834.57 per day (the “Substantial Completion Review PeriodHoldover Reimbursement”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of ) for each day that the date and time of Improvements were not Substantially Complete after November 15, 2008 (subject to the inspection or review of the System by a representative of the applicable Governmental Authority or Host UtilitySC Extension, if requiredany); and (ii) at such time as Base Rent is payable under this Lease, Tenant’s Base Rent shall be abated one day for purposes of achieving Substantial Completioneach day that the Improvements were not Substantially Complete after November 15, 2008 (subject to the SC Extension, if any); and System Owner (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 have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue terminate this Lease upon written notice to Supplier Landlord given at any time thereafter and prior 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 of the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achievedImprovements. If Supplier disputes Tenant elects the reasons stated termination remedy in System Owner’s notificationsubsection (iii) above, then Landlord’s obligation to pay the Holdover Reimbursement shall cease effective as of the date of termination (provided that Landlord’s obligation to pay any accrued Holdover Reimbursement shall survive such dispute termination) and Tenant shall be resolved in accordance with Article XIXhave no right to recover the value of the abated rent under subsection (ii) above.

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

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

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

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved (a) Developer shall give Mall II Buyer quarterly updates of the requirements 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) thirty-six (36) months after the date on which sufficient permits are received to allow Developer to begin construction in compliance with Legal Requirements and (ii) March 1, Supplier shall provide written notice 2008, as the same may be extended due to Force Majeure, Construction Delays or Buyer Delays (the “Notice "Outside Substantial Completion Date"). In the event that, despite Developer's diligent efforts, Substantial Completion has not occurred by the Outside Substantial Completion Date and Developer shall nevertheless be endeavoring diligently to complete the Mall Improvements, then so long as Mall II Buyer is not in default of Substantial Completion”any obligations under this Agreement, Mall II Buyer shall be entitled to liquidated damages (the "Interim Liquidated Damages") to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified in the definition amount of Substantial Completion) that are required to be delivered to System Owner to meet $5,000 per day for each day after the Outside 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 Date on which Substantial Completion has not occurred up to and including the Commissioning Report within a reasonable time, but in no event more than ten date that is six (106) Business Days following receipt of months after the Notice of Outside Substantial Completion Date and all accompanying documents or such longer period of time as specified in $10,000 per day for each day from and after said date to and including the Construction Schedule date that is one (1) year after the “Outside Substantial Completion Review Period”Date on which Substantial Completion has not occurred. During the one year period during which Interim Liquidated Damages are payable, Developer 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, rent abatements or other rent concessions under said Tenant's Leases) resulting from Developer's delay in achieving Substantial Completion ("Lease Damages"). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice If Substantial Completion has not occurred on or before the date that is one (1) year after the Outside Substantial Completion Date, subject to Supplier 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 complete ascertain the Work actual damage to Mall II Buyer as a result of the failure of Developer to achieve Substantial Completion by such date and that the Buyer Liquidated Damages Amount is a reasonable estimate of the damages which Mall II Buyer will incur as a result of such failure and, in such an event, Developer shall pay to Mall II Buyer the Buyer Liquidated Damages Amount and Developer shall be responsible to pay the Lease Damages. The "Buyer Liquidated Damages Amount" as used in this Agreement shall mean one hundred million dollars (the “Notice to Complete”$100,000,000). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved ‌ (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when Seller considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together with copies of all documents (as identified Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the definition form of Substantial Completion) that are required to be delivered to System Owner to meet Exhibit AA (the “Substantial Completion that have not been previously delivered. Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.4.2 Upon receipt of the Notice of Substantial Completion7.6(a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of include with such Substantial Completion and the Commissioning Report Certificate a copy of its proposed Punchlist. Buyer shall, within a reasonable time, but in no event more than ten (10) Business Days following after receipt of such Substantial Completion Certificate, either (i) confirm in writing to Seller that it agrees that the Notice of Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all accompanying documents or such longer period of time as specified deficiencies in the Construction Schedule (Work or that served as the “basis for Buyer’s dispute of Seller’s determination that the Work has achieved Substantial Completion Review Period”). Section 7.4.3 Supplier and resubmit its Substantial Completion Certificate to Buyer. For all purposes of this Agreement, the Work shall provide System Owner with reasonable notice be deemed to have achieved Substantial Completion on the earlier of (A) the date and time of Buyer confirms in writing to Seller that it agrees the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Work has achieved Substantial Completion have not been achievedand (B) if within ten (10) Business Days after receipt of a Substantial Completion Certificate, then Supplier shall promptly take such action as necessary Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to achieve such requirements andclause (ii) above, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within tenth (10th) Business Day after Seller issues the Substantial Completion Review PeriodCertificate to Buyer in accordance with the requirements of this Agreement; provided, however, that, for the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.4(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.4(c), the Work shall be deemed to have achieved Substantial Completion on (a1) notify Supplier if Buyer does not dispute Seller’s Substantial Completion Certificate as provided above, the date Seller issues to Buyer such Substantial Completion Certificate, or (2) if Buyer disputes Seller’s Substantial Completion Certificate as provided above and, without resolving Buyer’s objections and resubmitting its Substantial Completion Certificate, Seller disputes Buyer’s objections, then the later of its approval (x) the date Seller issued to Buyer such Substantial Completion Certificate or (y) the date that, according to the final resolution of the Dispute (whether by agreement of the Parties or Expert determination pursuant to Section 26.10(b)), is determined to be the date as of which all conditions to Substantial Completion were, and continued to be, satisfied. (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationGuaranteed Substantial Completion Date, then such dispute Seller shall be resolved in accordance with Article XIX.pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)48 for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date Seller achieves Substantial Completion,

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

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

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

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved (a) Subject to the requirements occurrence of the FNTP Date, Seller shall cause the Work to achieve Substantial Completion, Supplier shall provide written notice (. If and when ▇▇▇▇▇▇ considers that the “Notice of Substantial Completion”) to System Owner stating that Supplier Work has achieved Substantial Completion, together with copies of all documents (as identified Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the definition form of Substantial Completion) that are required to be delivered to System Owner to meet Exhibit AA (the “Substantial Completion that have not been previously delivered. Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.4.2 Upon receipt of the Notice of Substantial Completion7.6(a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of the Notice of include with such Substantial Completion and the Commissioning Report Certificate a copy of its proposed Punchlist. Buyer shall, within a reasonable time, but in no event more than ten (10) Business Days following after receipt of such Substantial Completion Certificate, either (i) confirm in writing to Seller that it agrees that the Notice of Work has achieved Substantial Completion or (ii) notify Seller in writing that it does not agree that the Work has achieved Substantial Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (ii) immediately above, Seller shall address and resolve any and all accompanying documents or such longer period of time as specified deficiencies in the Construction Schedule (Work or that served as the “basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion Review Period”). Section 7.4.3 Supplier and resubmit its Substantial Completion Certificate to Buyer. For all purposes of this Agreement, the Work shall provide System Owner with reasonable notice be deemed to have achieved Substantial Completion on the earlier of (A) the date and time of Buyer confirms in writing to Seller that it agrees the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Work has achieved Substantial Completion have not been achievedand (B) if within ten (10) Business Days after receipt of a Substantial Completion Certificate, then Supplier shall promptly take such action as necessary Buyer has neither confirmed in writing that it agrees the Work has achieved Substantial Completion nor provided Seller a notice pursuant to achieve such requirements andclause (ii) above, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within tenth (10th) Business Day after Seller issues the Substantial Completion Review PeriodCertificate to Buyer in accordance with the requirements of this Agreement; provided, however, that, for the purposes of determining Seller’s obligation to pay liquidated damages pursuant to Section 7.4(b) and Buyer’s right to terminate this Agreement pursuant to Section 7.4(c), the Work shall be deemed to have achieved Substantial Completion on (a1) notify Supplier if Buyer does not dispute Seller’s Substantial Completion Certificate as provided above, the date Seller issues to Buyer such Substantial Completion Certificate, or (2) if Buyer disputes Seller’s Substantial Completion Certificate as provided above and, without resolving Buyer’s objections and resubmitting its Substantial Completion Certificate, Seller disputes Buyer’s objections, then the later of its approval (x) the date Seller issued to Buyer such Substantial Completion Certificate or (y) the date that, according to the final resolution of the Dispute (whether by agreement of the Parties or Expert determination pursuant to Section 26.10(b)), is determined to be the date as of which all conditions to Substantial Completion were, and continued to be, satisfied. (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes not achieved on or prior to the reasons stated in System Owner’s notificationGuaranteed Substantial Completion Date, then such dispute Seller shall be resolved in accordance with Article XIX.pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)50 for each day after the Guaranteed Substantial Completion Date that Substantial Completion is not achieved until the earliest of (i) the date Seller achieves Substantial Completion,

Substantial Completion. Section 7.4.1 When Supplier believes that it has achieved SUBSTANTIAL COMPLETION" shall occur when each of the requirements following conditions is satisfied: the Improvements are substantially completed in accordance with the 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, Supplier decoration, landscaping, and mechanical adjustments remain to be completed by Landlord. Tenant shall provide written notice prepare and deliver to Landlord a punch list of incomplete, minor, detail items within thirty (the “Notice of 30) days after Substantial Completion”Completion and Landlord shall use all reasonable efforts to complete such items within thirty (30) days thereafter, except as to System Owner stating that Supplier has achieved Substantial Completionsuch items that, together with copies of all documents (by their nature, will take a longer period to complete as identified set forth in the definition of Substantial Completion) that are required to be delivered to System Owner to meet punch list. The "TARGET DATE" for Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt of the Notice 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 Outline Specification or to comply with Law, or (c) changes requested by Tenant in 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 Substantial CompletionCompletion caused by the events described in clauses (a), System Owner shall promptly proceed to obtain Independent Engineer’s review and approval (b) or (c) of the Notice preceding sentence or by a Tenant Party is herein called a "TENANT DELAY DAY". If the actual date of Substantial Completion is delayed beyond the Target Date, then Landlord shall have no liability therefor and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice date of Substantial Completion and all accompanying documents or such longer shall be extended by the period of time as specified any such delay. This Lease shall remain 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 full effect notwithstanding any delay in Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Except as provided in this Work Letter, the ---------------------- Commencement Date shall occur as set forth in Section 7.4.1 When Supplier believes that it has achieved 2.1 of the requirements Lease. If there is any delay in the Substantial Completion of the Improvements or in the occurrence of any of the other conditions precedent to the Commencement Date, as set forth in Article 3 of the Lease, and such delay is a result of a Tenant Delay, then notwithstanding anything to the contrary set forth in the Lease or this Work Letter and regardless of the actual date of Substantial CompletionCompletion of the Improvements, Supplier the Commencement Date shall provide 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 “Notice action or inaction by Tenant which Landlord contends constitutes the Tenant Delay. If such action or inaction is not cured by Tenant within two (2) business days ("Grace Period") following receipt of Substantial Completion”such Delay Notice, then a Tenant Delay, as set forth in such Delay Notice, shall be deemed to have occurred commencing as of the expiration of such Grace Period, provided that Tenant shall only be permitted an aggregate of five (5) to System Owner stating that Supplier has achieved Substantial CompletionGrace Periods, together with copies of all documents (as identified in and thereafter, if a Tenant Delay occurs, such Tenant Delay shall commence upon 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”)applicable Delay Notice. Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. Section 7.4.1 When Supplier believes Sublandlord’s Work shall be deemed substantially complete when: (a) the following are in good working order and condition, and in compliance with all applicable laws: (i) the Building’s structural elements and systems serving the Subleased Premises (including, without limitation, the electrical, HVAC, and mechanical and plumbing systems, and including any portions of those systems that it has achieved exclusively service the requirements Subleased Premises), (ii) the fire and life safety systems serving the Subleased Premises, and (iii) the Common Areas serving the Subleased Premises; and (b) all Sublandlord’s Work to be provided by Sublandlord pursuant to the Final Construction Drawings have been substantially completed, except as to any patent defects in Sublandlord’s Work or uncompleted items identified on a punch list prepared and signed by Sublandlord’s representative and Subtenant’s representative after an inspection of Substantial Completionthe Subleased Premises by both such parties made at the time Subtenant takes possession, Supplier and except as to any latent defects in Sublandlord’s Work of which Subtenant notifies Sublandlord within one (1) year after possession by Subtenant. Sublandlord shall, at Sublandlord’s sole cost and expense, correct all punch list items within thirty (30) days of demand, subject to delays beyond the reasonable control of Sublandlord. In addition, as to any latent defects in Sublandlord’s Work of which Subtenant notifies Sublandlord within one (1) year after possession by Subtenant, Sublandlord shall provide written notice (the “Notice promptly remedy same. 1. Subtenant shall, promptly following Subtenant’s use, restore to their original location and configuration any items of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified common furniture or equipment used by Subtenant in Common Areas located 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 lower level of the Notice of Substantial Completion, System Owner Building. Subtenant shall promptly proceed to obtain Independent Engineerbe liable for Sublandlord’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 charge for any refuse left in the Construction Schedule in the Common Areas (the “Substantial Completion Review Period”other than in designated receptacles). Section 7.4.3 Supplier . Common Areas shall provide System Owner with reasonable notice of the date and time of the inspection not be obstructed or review of the System encumbered by a representative of the applicable Governmental Authority or Host UtilitySubtenant, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, except to the extent applicable, schedule another inspection or review permitted by the Sublease. 2. Subtenant shall at all times designate two (2) employees located in wing of the SystemBuilding leased by Subtenant to act as fire wardens. Such procedure Subtenant shall be repeated until notify Sublandlord of such inspection or review has been satisfactorily completed designation, including the names and approvedcontact information for such fire wardens. The parties acknowledge and agree that each floor of the Building consists of two (2) wings. Section 7.4.4 If System Owner 3. Sublandlord and Subtenant shall each at all times comply with applicable laws and regulations concerning protocols arising from Coronavirus disease 2019 (COVID-19), including any occupancy limitations applicable to the Independent Engineer approve Common Areas, including the Notice of Substantial CompletionFitness Facility, System Owner shallExecutive Business Center, within the Substantial Completion Review Periodand dining facility / cafeteria. In addition, Sublandlord and Subtenant shall each (a) use commercially reasonable efforts to promptly notify Supplier the other if any employee, guest, or invitee of its approval the notifying party who has been in the Building has tested positive for COVID-19 (without identifying any such employee, guest, or invitee), and (b) issue written notice perform COVID-19 contact tracing per the programs established for each party (which programs shall comply with applicable laws, if any) and each party shall promptly notify the other if such contact tracing implicates any employee, guest, or invitee of the other party. 4. Sublandlord reserves the right to Supplier require Subtenant to complete use, in common with Sublandlord, reasonable scheduling and communication system(s) and procedure(s) for: (a) maintenance and repair issues, (b) use of the Work freight elevator, (c) use of the loading dock, and (d) use of the Common Areas, including requests for exclusive use of portions of the Common Areas, and for use of Common Area conference room audio visual and technical support. Except in connection with Subtenant’s use of the Executive Briefing Center, Sublandlord and Subtenant shall deliver to the other any request for exclusive use of a portion of the Common Areas at least five (5) business days in advance. 5. Any third-party vendor serving of food and/or installing temporary furniture and equipment, in the Common Areas shall supply to Sublandlord evidence of insurance in advance which complies with the requirements of the Sublease. 6. Subtenant is responsible for the delivery to and pick up from the loading dock area of all mail delivered by the United States Post Office. Subtenant shall have access to the loading dock area only during business days (excluding holidays) between 9:00am and 5:00pm (“Notice to CompleteLoading Dock Hours”); provided that, if Subtenant requires loading dock access outside of Loading Dock Hours, then Sublandlord will furnish the same provided Subtenant gives Sublandlord advance notice of such requirement (by 2:00 p.m. of the same day for access needed Monday through Friday, and by 2:00 p.m. on Friday for access needed on Saturday or Sunday). Subtenant shall pay for access outside of the Loading Dock Hours at the rate of $50.00 per hour of access (with a minimum of one (1) hour of access); provided, however, that, for Subtenant’s initial move into the Premises, Sublandlord shall waive such hourly charge for one (1) period of up to eight (8) hours of such access on a Saturday selected by Subtenant. Section 7.4.5 If System Owner 7. Sublandlord and Subtenant shall each use commercially reasonable efforts to promptly notify the other of any threat of workplace violence by any of employee, guest, or invitee of the Independent Engineer has a reasonable basis notifying party that threatens the safety of persons or property damage. 8. Sublandlord and Subtenant shall each cause their respective employees to use reasonably prudent hygienic practices in the cafeteria and Fitness Facility, including but not limited to approve the Notice wiping down with disinfectant of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIXany affected surfaces after each use.

Substantial Completion. If the Building Shell Improvements are not Substantially Completed by the Estimated Substantial Completion Date, then the Lease Commencement Date shall be one hundred eighty (180) days Industrial Lease—Las Vegas, Nevada ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ 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 7.4.1 When Supplier believes 2.02 above. Tenant agrees that any Tenant Delay shall be cumulative and shall not cause the Lease Commencement Date to be extended beyond what it has achieved the requirements of Substantial Completion, Supplier shall provide written notice (the “Notice of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents (as identified otherwise would have been in the definition absence of Substantial Completionany Tenant Delay. For purposes of this Lease, the Building 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 are required to can be delivered to System Owner to meet Substantial Completion that have not been previously delivered. Section 7.4.2 Upon receipt completed with only minor interference with construction and installation of the Notice of Substantial CompletionTenant Improvements, System Owner which shall promptly proceed to obtain Independent Engineer’s review be itemized on a punch list and approval of completed by Landlord within sixty (60) days following the Notice date of Substantial Completion and the Commissioning Report within a reasonable time, but in no event more than ten (10) Business Days following receipt of the Notice 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 UtilityBuilding Shell Improvements, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved, then Supplier shall promptly take such action as necessary to achieve such requirements and, to the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approved. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue the ▇▇▇▇▇ County Building Department has conducted its final inspection of all Building Shell Improvements, has provided its approval thereof, and has issued a Certificate of Completion therefor, and (c) upon written notice from Landlord to Supplier to complete Tenant of the Work foregoing, accompanied by a copy of such Certificate of Completion and expressly granting Tenant possession and occupancy of the Building Shell Improvements (“Substantially Completed” or “Substantial Completion” of the “Notice to Complete”Building Shell Improvements, or similar phrase). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

Substantial Completion. 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 7.4.1 When Supplier believes 35. “Substantially complete” means that: (i) the construction of the improvements described in Section 35 has been completed so that it 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 achieved been issued for the Phase I Premises or the Phase II Premises, as applicable, (iii) Tenant has ready access to the Building and the 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 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 Substantial Completionsubsection (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, Supplier shall provide written notice 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 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 “Notice Required Phase I Delivery Date”), and such delay is not a result of Substantial Completion”) to System Owner stating that Supplier has achieved Substantial Completion, together with copies of all documents a Tenant Caused Delay (as identified defined herein) or for any reason listed in Section 27 of this Lease, then Tenant will receive a day for day rent credit following the definition of Substantial Completion) Phase I Commencement Date for each day 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 CompletionPhase I Commencement Date is delayed beyond the Required Phase I Delivery Date. For example, System Owner shall promptly proceed to obtain Independent Engineer’s review and approval of if the Notice of Substantial Completion Required Phase I Delivery Date is June 15, 2007, and the Commissioning Report within a reasonable timePhase I Commencement Date occurs on July 20, but in no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and all accompanying documents or such longer period of time as specified in the Construction Schedule (the “Substantial Completion Review Period”). Section 7.4.3 Supplier shall provide System Owner with reasonable notice of the date and time of the inspection or review of the System by a representative of the applicable Governmental Authority or Host Utility, if required, for purposes of achieving Substantial Completion, and System Owner shall have the right to have one or more representatives and the Independent Engineer present during such inspection or review. If the representative of the applicable Governmental Authority or Host Utility notifies Supplier or System Owner that the requirements for achieving Substantial Completion have not been achieved2007, then Supplier shall promptly take such action as necessary to achieve such requirements and, to Tenant will receive a 35 day rent credit following the extent applicable, schedule another inspection or review of the System. Such procedure shall be repeated until such inspection or review has been satisfactorily completed and approvedPhase I Rent Commencement Date. Section 7.4.4 If System Owner and the Independent Engineer approve the Notice of Substantial Completion, System Owner shall, within the Substantial Completion Review Period, (a) notify Supplier of its approval and (b) issue written notice to Supplier to complete the Work (the “Notice to Complete”). Section 7.4.5 If System Owner or the Independent Engineer has a reasonable basis not to approve the Notice of Substantial Completion because the requirements for Substantial Completion have not been met, System Owner shall, within the Substantial Completion Review Period, notify Supplier of its non-approval and include a detailed explanation for the basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Notice of Substantial Completion to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved. If Supplier disputes the reasons stated in System Owner’s notification, then such dispute shall be resolved in accordance with Article XIX.

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

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

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