Common use of Substantial Completion Clause in Contracts

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers (i) Gateway Substantial Completion shall have occurred, the Work 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 Gateway Final Completion, and (or portions thereofii) 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 achieved 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, Contractor and, if the EPC Option has been exercised, the Diablo Project Substantial Completion) shall so notify Project Manager be deemed to have occurred hereunder and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing under the other Loan Documents if all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSGconditions precedent to Gateway Substantial Completion, Project Manager and Architect in order to determine Diablo Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. ArchitectCompletion, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Diablo Expansion Substantial Completion or that previously scheduled Punchlist Items Diablo Project Substantial Completion, as applicable, have not been completed, then Contractor shall complete or rectify occurred under the elements relevant EPC Contract except for any conditions precedent relating to the failure of the Work that applicable EPC Contractor to pay liquidated damages, any other similar Dispute (as such term is defined in the applicable EPC Contract) and any reasonably related Disputes or failures by the relevant EPC Contractor to satisfy an applicable condition precedent in connection with such Dispute(s) (including any failure by the applicable EPC Contractor to deliver to the relevant Project ManagerCompany any waiver or release of liens, Architect a punch list or withhold drawings or other books and MSG identified records), so long as requiring completion (A)(1) the Termination Date under and as defined in the Equity Contribution Agreement has not occurred or rectification (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 order for 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 Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, Construction Account on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been metTerm Conversion Date, and (B) the Punchlist Items Independent Engineer shall have been agreedcertified that, to its knowledge, such deposited amount (or amount of available unused equity commitments under the Equity Contribution Agreement) is reasonably expected to be sufficient to make payment of such Project Manager will prepareCompany’s reasonably anticipated liability in connection with such Dispute(s) (after giving effect to all potential offsets, upon MSG’s directionretainage, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion counterclaims and attaches the Punchlistany other amounts payable to such Project Company by such EPC Contractor).

Substantial Completion. 13.15.1 When Contractor considers (i) The Concessionaire shall provide the Department and the Independent Engineer with written notice of anticipated Substantial Completion at least 21 days prior to the anticipated Substantial Completion Date. During such 21-day period, the Concessionaire, the Independent Engineer and the Department shall meet, confer and exchange information on a regular basis with the goal being the Department’s orderly, timely inspection and review of the Route 495 HOT Lanes in Virginia Project and final design and construction documents and the Department’s issuance of a Substantial Completion Certificate. In addition, the Independent Engineer shall conduct an inspection of the Route 495 HOT Lanes in Virginia Project, the final design and construction documents, and such other matters as may be necessary to determine whether Substantial Completion is achieved and, not later than five days following the expiration of such 21-day period, shall deliver a written report of findings and recommendations to the Department and the Concessionaire. The Department may jointly with the Independent Engineer or independently conduct such inspection, review and investigation within such period. (ii) If the Department disapproves the issuance of a Substantial Completion Certificate, then the Department shall provide a written notice to the Concessionaire specifying its reasons for such disapproval, and the Concessionaire shall have a reasonable opportunity to correct the defects or deficiencies in the Work (to which the Department’s disapproval relates. The Department may jointly with the Independent Engineer or portions thereof) independently inspect, review and investigate the corrective work. If the Department and the Concessionaire cannot, despite good faith efforts, agree as to have achieved Substantial Completion, Contractor such dispute shall so notify Project Manager and MSG be resolved in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction accordance with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process dispute resolution procedures set forth in this Section 13.15.2 17.06. The Concessionaire shall repeat until such time as 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 achievednot 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. 13.15.3 When Project Manager(iii) Subject to Section 7.15, Architect and MSG, on when the basis of inspections and otherwise, determine all of the criteria requirements for Substantial Completion have been metachieved with respect to the New Lanes in their entirety in accordance with this Section (without regard to the status of the remainder of the Route 495 HOT Lanes in Virginia Project), (A) the Department shall issue a Substantial Completion Certificate for the New Lanes, (B) the Department shall assume responsibility from the Concessionaire for operation and maintenance of the New Lanes, (C) the Department shall include such constructed New Lanes as part of the State Highway system, and (D) the Punchlist Items Concessionaire shall have been agreedno further obligations with respect to the New Lanes except as required to satisfy the conditions to Final Acceptance as provided in Section 7.13(b) and as required by Sections 7.19, 8.07, 14.01 and 14.03; provided, that solely for the purpose of processing such Final Acceptance, all references to the Route 495 HOT Lanes in Virginia Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistNew Lanes.

Substantial Completion. 13.15.1 Section 7.4.1 When Contractor considers Supplier believes that it has achieved the Work requirements of Substantial Completion, Supplier shall provide written notice (or portions thereofthe “Notice of Substantial Completion”) to have System Owner stating that Supplier has achieved Substantial Completion, Contractor 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 so notify Project Manager promptly proceed to obtain Independent Engineer’s review and MSG approval of the Notice of Substantial Completion and the Commissioning Report within a reasonable time, but in writing no event more than ten (10) Business Days following receipt of the Notice of Substantial Completion and prepare 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 Project Manager purposes of achieving Substantial Completion, and MSG: 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) a Punchlist; notify Supplier of its approval and (b) a schedule for completing all Punchlist Items on such Punchlistissue written notice to Supplier to complete the Work (the “Notice to Complete”). 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, Section 7.4.5 If System Owner or the Independent Engineer has a schedule setting forth anticipated dates for inspections reasonable basis not to approve the Notice of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of because the Work and agree upon the Punchlist Items and the schedule requirements for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completedmet, then Contractor shall complete or rectify System Owner shall, within the elements Substantial Completion Review Period, notify Supplier of the Work that Project Manager, Architect its non-approval and MSG identified as requiring completion or rectification in order include a detailed explanation for the Work basis thereof. Supplier shall promptly undertake such action or work as necessary to achieve Substantial Completion. Contractor such requirements and shall thereafter notify MSG and Project Manager that it considers the Work to have achieved then issue another Notice of Substantial Completion and the process set forth in this Section 13.15.2 to System Owner stating that Supplier believes that such requirements have been achieved. Such procedure shall repeat be repeated until such time as 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. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Landlord and Tenant shall cause the General Contractor considers to Substantially Complete (defined below) the Work Tenant Improvements in accordance with the Approved Final Drawings by the Commencement Date of the Lease as set forth in Section 2 of the Lease (or portions thereof) the "Completion Date"), subject to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: delays due to (a) a Punchlist; 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 Work, moratoriums, governmental agencies, delays on the part of governmental agencies and weather, (b) a schedule for completing all Punchlist Items on 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, the Work and/or the Tenant Improvements (except to the extent such Punchlist. 13.15.2 Contractor shall developchanges are directly attributable to Tenant's use or Tenant's specialized tenant improvements, in conjunction with MSG which event such delays are considered Tenant Delays) (the events and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process matters set forth in this Subsections (a), (b), (c) and (d) are collectively referred to as "Force Majeure Delays"), or (e) any Tenant Delays (defined in Section 13.15.2 7 below). The Tenant Improvements shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, be deemed substantially complete on the basis date that the General Contractor issues to Landlord a notice of inspections and otherwisesubstantial completion, determine all or the date that the building officials of the criteria for Substantial Completion have been met, and applicable governmental agency(s) issues its final approval of the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate construction of Substantial Completion the Tenant Improvements whether in the form attached hereto as Schedule P that establishes 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 on which Tenant first takes occupancy of the Premises, 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, Tenant's high-pile storage requirements, Tenant's racking systems, and work related to any requirements of governmental and regulatory agencies with respect to any of Tenant's Installations. If the 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 attaches effect, (iii) Landlord shall not be deemed to be in breach or default of the PunchlistLease or 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 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, and notwithstanding anything to the contrary contained in the Lease, the Commencement Date and the Expiration Date of the term of the Lease (as defined in Section 2 of the Lease) shall be extended commensurately by the amount of time attributable to such Force Majeure Delays, and 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 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.

Substantial Completion. 13.15.1 When Contractor considers The Tenant Improvements shall be deemed to be “Substantially Completed” on the Work date that (or portions thereofi) the Tenant Improvements are essentially and satisfactorily completed in accordance with the Final Plans to have achieved Substantial Completionthe extent that the Leased Premises may be occupied by Tenant for its Approved Use, Contractor shall so notify Project Manager subject only to completion of minor finishing, adjustment of equipment, and MSG other minor construction aspects (“punch list items”) which do not, in writing the aggregate, cause interference (other than minor inconvenience) with the use and prepare occupancy of the Leased Premises for Project Manager the Approved Use, and MSG: (aii) a Punchlist; and certificate of occupancy, whether conditional or final, has been issued by the proper governmental authority. Landlord shall give Tenant at least 30 days prior notice (bwritten or oral) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion Landlord’s reasonable estimate of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion of the Tenant Improvements. Tenant shall schedule with Landlord a mutually acceptable date, which will not be later than 3 business days after the date of Substantial Completion (but in no event earlier than the Landlord’s estimated date of Substantial Completion), for a walk-through inspection of the Leased Premises. In such walk-through, Landlord and attaches 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 Punchlistdate of Substantial Completion of the Tenant Improvements, that (a) the materials and equipment furnished by Landlord and Landlord’s contractors in the completion of the Tenant Improvements will be of good quality and new, and (b) such materials and equipment and the work of such contractors shall be 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 Landlord, which notice shall be hand delivered to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., and upon hand delivery of such termination notice to said address, this lease shall be deemed null and void and the parties shall have no further rights or obligations hereunder, except those that specifically survive the expiration or earlier termination of this lease. Landlord and Tenant acknowledge and agree that Tenant’s damages as a result of Landlord’s failure to 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 Fourth Floor Premises to be Substantially Completed by not later than the Fourth Floor Substantial Completion Date are difficult to ascertain, that such amounts set forth above are a reasonable pre-estimate of Tenant’s probable loss as a result thereof and that such damages constitute reasonable liquidated damages for Tenant’s loss and not a penalty.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) The Concessionaire will achieve Substantial Completion on or before the Guaranteed Substantial Completion Date, subject to adjustment in accordance with this Agreement; provided that failure to achieve Substantial Completion by the Guaranteed Substantial Completion Date, in and of itself, will not result in a Punchlist; and default under Section 19.01, except as set forth in Section 19.01(e). (b) The Department will issue a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections written certificate of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until at such time as Substantial Completion is achievedoccurs. 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. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all (c) Substantial Completion will have been achieved when each of the criteria following conditions have occurred for Substantial Completion have been metthe entire Project Assets: (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 Punchlist Items 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 agreedpreviously 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 Manager will prepareAssets 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, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistsubject only to Punch List items.

Substantial Completion. 13.15.1 When Contractor considers (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 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 (or portions thereof) to have achieved 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, Contractor such dispute shall so notify Project Manager and MSG be resolved in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction accordance with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process dispute resolution procedures set forth in this Section 13.15.2 17.06. The Concessionaire shall repeat until such time as 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 achievednot 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. 13.15.3 When Project Manager(iii) Subject to Section 7.14(c), Architect and MSG, on when the basis of inspections and otherwise, determine all of the criteria requirements for Substantial Completion have been metachieved 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 Punchlist Items Concessionaire shall have been agreedno 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 Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in Section 7.13(a)(ii) and (iii) and (b) shall be changed to reference the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistNew Lanes.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved As used herein, “Substantial Completion, Contractor ” shall so notify Project Manager mean (and MSG the Premises shall be deemed “Substantially Complete”) when (i) the City of Seattle has given final approval in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing that all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of TI Work under the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work construction permit has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements (ii) installation of the TI Work that Project Managerhas occurred in accordance with the Working Drawings, Architect subject only to punch-list items described below, and MSG identified (iii) basic services as requiring completion or rectification in order for required under the Work Lease are available to achieve the Premises. Notwithstanding the foregoing, Substantial Completion. Contractor Completion shall thereafter notify MSG and Project Manager that it considers the Work be deemed to have achieved occurred on the date on which Tenant takes occupancy of the Premises and commences to do business therein. Substantial Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be completed. Immediately before Tenant occupies any portion of the Premises, Landlord shall walk the portion of the Premises and create a punch-list of incomplete and defective items, and provide a copy of the punch-list to Tenant. Within thirty (30) days after Tenant commences occupancy of the Premises, Landlord, Tenant, and the process set forth Tenant’s Architect shall prepare a “punch-list” which shall consist of the items that have not been, but should have been, finished or furnished by Tenant prior to such date. Tenant shall proceed diligently to complete, or cause the TI Contractor to complete, all punch-list items, except for those punch-list items related to the Landlord’s Work which Landlord shall proceed diligently to complete, or cause its contractor to complete. Tenant shall require reasonable retainage in this Section 13.15.2 the TI Construction Contract and shall repeat not release all of the retainage to the TI Contractor until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis Tenant reasonably believes all punch-list items have been completed. Release of inspections and otherwise, determine all any retainage shall not release or relieve Tenant of the criteria for Substantial Completion have been met, obligation to cause all punch-list items to be completed and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion Premises to be in the form attached hereto condition as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistrequired under this Lease.

Substantial Completion. 13.15.1 When Contractor considers For purposes hereof, the Finish Work shall be deemed to be "substantially complete" when: (i) all ceilings and lighting in the applicable space are in and operative; (ii) all walls and partitions in the applicable space have been erected with final painting or portions thereofwall covering complete, and doors and hardware have been installed; (iii) to all built-in cabinetry, millwork, glass, stairways, plumbing and bookshelves in the applicable space have achieved Substantial Completionbeen completed and installed; (iv) all floor coverings in the applicable space have been installed; (v) building elevators, Contractor shall so notify Project Manager plumbing, HVAC and MSG electrical systems serving the applicable space have been installed and are in writing good working condition; electrical service is adequate for Tenant's lighting fixtures, office equipment and prepare for Project Manager additional requirements, in keeping with the approved space plans and MSG: Final Working Drawings; and HVAC system has been balanced; (avi) all debris has been removed from the applicable space, and the applicable space cleaned; and (vii) a Punchlist; certificate of occupancy for the applicable space has been granted by the City of Dallas, Texas. Landlord and Tenant agree that minor "punch-list" type items which do not impede Tenant's use of the applicable space will not prevent the Finish Work from being considered "substantially complete". Prior to the applicable space being delivered to Tenant, a representative of Landlord and a representative of Tenant shall walk through the applicable space and jointly prepare a list (bthe "Punch List") a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developof minor items which, in conjunction with MSG the mutual opinion of Landlord and Project ManagerTenant, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete fully completed or rectify require repair (the elements "Punch List Items"). Landlord will deliver a copy of the Work that Project Manager, Architect and MSG identified as requiring Punch List to Tenant immediately upon request by Tenant. Landlord shall diligently cause the completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been metPunch List Items within a reasonable time after Tenant commences occupancy of the space, taking reasonable steps to minimize disruption to Tenant's use and occupancy of the Punchlist space while the Punch List Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistare being completed.

Substantial Completion. 13.15.1 When Contractor considers Suite 750 Improvements shall be deemed substantially complete when all work called for by the Work Drawings has been finished and the Premises (including Suite 750) is ready to be used and occupied by Tenant, even though minor items may remain to be installed, finished or portions thereof) to have achieved corrected (“Substantial Completion Date” or the “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 substantial completion of Suite 750 Improvements, Contractor the statement of Landlord’s construction manager shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor be conclusive. Substantial completion shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of have occurred notwithstanding punch list items. Promptly after the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of Date, the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager parties will prepare, upon MSG’s direction, a Certificate of Substantial Completion execute an instrument in the form attached hereto as Schedule P Exhibit C, setting forth the Suite 750 Commencement Date, so that establishes the said date is certain and such instrument, when executed, is hereby made a part of Substantial Completion this Amendment and attaches the Punchlistincorporated 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 (90) 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 (120) 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 (1) ADDITIONAL DAY OF ABATED BASE RENT FOR EACH DAY THAT THE LANDLORD DELAY CAUSES THE SUBSTANTIAL COMPLETION DATE TO EXTEND BEYOND SUCH DATE.

Substantial Completion. 13.15.1 When Contractor considers “Substantial Completion” or “Substantially Complete” means that Landlord’s Work has been sufficiently completed such that the Work Premises is suitable for its intended purpose, notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to be performed (or portions thereof“Punch List Items”). Landlord shall complete all Punch List Items following notice thereof from Tenant; provided, however, that except to the extent to which Tenant shall have given Landlord notice of any Punch List Items not later than ten (10) business days after the Commencement Date, Tenant shall be deemed conclusively to have achieved Substantial Completion, Contractor approved the completion of Landlord’s Work and Tenant shall so notify Project Manager and MSG have no claim that Landlord has failed to perform any of Landlord’s Work required under this Work Letter. In the event there is a delay in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Landlord’s Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work Commencement Date does not occur on the date that is 15 weeks from the delivery of the construction permits, and such delay is not caused by a Tenant Delay, additional municipal delay including but not limited to inspections, Force Majeure or long lead time items, so long as the Tenant has not achieved Substantial Completion or the opportunity to substitute a long lead time item with materials that previously scheduled Punchlist Items have not been completedare readily available once notified by the Landlord, then Contractor as Tenant’s sole remedy, Landlord shall complete pay to Tenant, as liquidated damages, an amount equal to $1,000.00 on a per diem basis until Landlord’s Work is Substantially Complete. Notwithstanding the foregoing or rectify the elements any language of the Lease to the contrary, if Landlord’s Work that Project Manager, Architect and MSG identified is delayed by a Tenant Delay then Tenant shall begin paying Rent as requiring completion or rectification in order for required under the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time Lease as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria date the Commencement Date would have occurred but for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistsuch Tenant Delay.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; Except as provided in Paragraph 6(b), the Premises shall be deemed to be substantially complete when (i) Landlord’s Work has been completed (except for items of work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing substantial interference with Tenant’s use of the Premises (i.e., the “punch list” items)), as reasonably determined by Landlord’s architect (based on AIA standards), and (ii) Landlord has obtained the final inspection for the Premises from the appropriate governmental authority for the local jurisdiction, which shall grant permission to legally occupy the Premises. (b) If Landlord shall be delayed in completing Landlord’s Work as a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction result of (1) Tenant’s failure to comply with MSG and Project Manager, a schedule setting forth anticipated dates for inspections any of the Work by MSG, Project Manager approval requirements and Architect deadlines specified in order to determine Substantial Completion this Exhibit or with any of the Work and agree upon other requirements of this Exhibit or the Punchlist Items and Lease, (2) Tenant’s request for modifications to the schedule Approved Space Plans or the Final Construction Drawings (other than pursuant to Tenant’s permitted comment period hereunder), (3) Tenant’s failure to pay when due any amount required pursuant to this Exhibit, (4) Tenant’s request for their completion. Architectlong lead time materials, Project Manager and MSG shall inspect finishes or installations, or (5) the Work. Ifperformance or timing of any work, after making such inspectionor the entry into the Premises, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion by Tenant or that previously scheduled Punchlist Items have not been completedany person or firm employed or retained by Tenant, then Contractor for purposes of determining the Lease Commencement Date, Landlord’s Work shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work be deemed to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, been substantially complete on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion date that Landlord determines in its reasonable judgment that Landlord’s Work would have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSGsubstantially complete if such delay(s) had not occurred. Landlord shall provide Tenant’s direction, a Certificate Authorized Representative with notice of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistany such delays by Tenant.

Substantial Completion. 13.15.1 38.1 When the Contractor considers the entire Work or any portion thereof Substantially Complete, the Contractor shall notify the Architect and Owner of such condition and request that a certificate of Substantial Completion be issued. Accompanying this notification, the Contractor shall submit a list of all Work not completed or Work that the Contractor believes to be not completed in accordance with requirements of the Contract Documents (the “Work Completion List”). Prior to Substantial Completion and prior to a certificate of Substantial Completion being issued, the Contractor shall complete all training of Owner personnel required by the Contract Documents. The Owner may elect at its sole discretion, in writing, to exempt certain portions of the Work from Substantial Completion. If any element is approved for such exemption by the Owner, the Contractor must nonetheless satisfactorily complete this item as a condition for Final Payment. The Owner is not obligated to exempt any elements of the Work. 38.2 Within a reasonable time after being notified, the Architect will review the list of Work not complete and with the Owner, make a preliminary inspection of the Work Completion List and the Work to determine if the list is complete and if the Work is Substantially Complete (the “Preliminary Inspection”). If, in the opinion of the Owner and/or Architect, the Work is not Substantially Complete, the Contractor will be notified of such conditions and will be required to bring the Work to a state of Substantial Completion before a final inspection takes place, at no additional cost to Owner. 38.3 If, after the Preliminary Inspection and joint consultation by and between the Architect and the Owner, in the opinion of the Owner and the Architect the Work is Substantially Complete, the Architect will issue a certificate of Substantial Completion and prepare a punchlist of any Work that it concludes is not in compliance with the requirements of the Contract Documents (the “Punchlist”). The Contractor shall be responsible for completing or portions correcting all items contained on the Work Completion List as well as the Architect’s Punchlist. 38.4 Upon the issuance of the certificate of Substantial Completion of the entire Work, or a portion thereof) , the Owner shall assume responsibility from Contractor for security, maintenance, utility costs, and operations of the facility, or that portion of the facility for which Substantial Completion has been granted. The Contractor, however, shall be responsible for any damages caused by the Contractor's efforts to have achieved fully complete the Work, including any clean up costs. The Contractor's insurance will remain in force until the Final Completion of the Work. The Contractor shall remain responsible for any safety precautions associated with the Contractor's completion of any Work. 38.5 If the Architect, through its inspection, finds that the Contractor has failed to achieve Substantial Completion, Contractor shall so notify Project Manager and MSG in writing is required to repeat all or any portion of its Substantial Completion inspection, and prepare for Project Manager and MSGprovided such failure was not caused by the improper actions of the Owner: (ai) a Punchlistthe Contractor will bear the cost of the repeat inspection(s), which costs shall be deducted from any payment then or thereafter due to the Contractor; and (bii) a schedule for completing all Punchlist Items on such Punchlistthe Contractor shall not be entitled to additional Contract Time resulting therefrom. 13.15.2 38.6 Guarantees and equipment warranties required by Section 8 of these General Conditions shall commence on the date the Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine achieves Substantial Completion of the Work and agree upon or the Punchlist Items and the schedule for their completion. ArchitectCorrection Period Start Date, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion whichever is achievedlater. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When 4.3.1 The Contractor considers shall achieve Substantial Completion when (i) the Work Facility has 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 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 (or portions thereof10) to have achieved Days following the receipt of the Certificate of Substantial Completion, in the form set forth in Exhibit F, Owner shall inspect the Facility and review all Work,Pilot Scale Tests, data collected, reports and services performed by Contractor with respect thereto, and shall so notify Project Manager either (i) deliver to Contractor the Certificate of Substantial Completion countersigned and MSG in writing certifying that the requirements of this Contract applicable to Substantial Completion have been fully satisfied for the Facility and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon Facility has accordingly been achieved or (ii) if reasonable cause exists for doing so, notify Contractor in writing that Substantial Completion of the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work Facility has not achieved been achieved, stating in detail the reasons therefore. In the event that Owner determines that Substantial Completion or that previously scheduled Punchlist Items have has not been completedachieved and Contractor has not disputed Owner’s determination, then Contractor shall complete promptly take such corrective action or rectify the elements perform such additional Work or other services as shall achieve Substantial Completion of the Work that Project Manager, Architect Facility and MSG identified as requiring completion or rectification in order for the Work shall issue to achieve Owner another Certificate of Substantial Completion. Contractor Such procedure shall thereafter notify MSG and Project Manager be repeated until the date that it considers the Work to have achieved Substantial Completion and of the process set forth in this Section 13.15.2 shall repeat until such time as Facility has been achieved (the “Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Date”) or either party refers such matter to dispute resolution pursuant to ARTICLE 12; Owner shall respond to any such subsequent Certificate of Substantial Subsequent Completion in within five (5) Days following the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistreceipt thereof.

Substantial Completion. 13.15.1 When Contractor considers The term “Substantial Completion” shall mean that (i) the Premises shall be in a state of completion which will, except for any improvements or work to be performed by Tenant, allow Tenant to utilize the Premises for the permitted use hereunder (including the availability of required utility services) without material interference to the customary business activities of Tenant by reason of the completion of Landlord’s work, all as more fully described in Paragraph 17 below and Exhibit “F” attached hereto and (ii) Landlord has received a temporary or permanent Occupancy Permit (as defined below), if required, provided that the foregoing will not be construed to relieve Tenant of the obligation to install all Tenant Work (as defined in Exhibit “F”), and to perform all other installations of furniture, fixtures and equipment in the course of taking occupancy and moving into the Premises, properly if and to the extent applicable governmental authorities require that such construction and other installations be completed prior to conducting final inspections or portions thereofissuing a final inspection certificate, certificate of occupancy, or its equivalent (any of the foregoing, an “Occupancy Permit”) for the Premises (and Substantial Completion shall nevertheless be deemed to have occurred if Landlord has completed the Tenant Improvements (as defined in Exhibit “F”) to have achieved Substantial Completionthe extent described above, Contractor but Tenant is denied an Occupancy Permit because Tenant has failed to install any Tenant Work or to perform all other installations of its furniture, fixtures and equipment properly and in accordance with applicable Governmental Requirements). The Premises shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developbe deemed substantially complete even though minor or insubstantial details of construction, in conjunction mechanical adjustment or decoration remain to be performed, the non-completion of which does not materially interfere with MSG and Project Manager, a schedule setting forth anticipated dates for inspections Tenant’s use of the Work by MSG, Project Manager and Architect in order Premises or the conduct of its business therein. Landlord will use commercially reasonable efforts to determine cause Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, to occur not later than one hundred twenty (120) days after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistthis Lease.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections Subject to the occurrence of the Work by MSGFNTP Date, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG Seller shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for cause the Work to achieve Substantial Completion. Contractor If and when Seller considers that the Work has achieved Substantial Completion, Seller shall thereafter notify MSG and Project Manager certify that the Work has achieved Substantial Completion by delivering a certificate substantially in the form of Exhibit Y (the “Substantial Completion Certificate”), which shall be signed by a duly authorized representative of Seller and, as provided in Section 7.6(a), shall include with such Substantial Completion Certificate a copy of its proposed Punchlist. Buyer shall, on or before ten (10) Business Days after receipt of such Substantial Completion Certificate provided in accordance with the requirements of this Agreement, either (i) confirm in writing to Seller that it considers 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 deficiencies in the Work or that served as the basis for ▇▇▇▇▇’s dispute of Seller’s determination that the Work has achieved Substantial Completion and resubmit its Substantial Completion Certificate to 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 process set forth 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 13.15.2 7.4(c), the Work shall repeat until 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 time 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. (b) If Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, not achieved on or prior to the basis of inspections and otherwise, determine all of the criteria for Guaranteed Substantial Completion have been metDate, and Seller shall pay to Buyer, as liquidated damages, [●] Dollars per day ($[●]/day)55 for each day after the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Guaranteed Substantial Completion in Date that Substantial Completion is not achieved until the form attached hereto as Schedule P that establishes earliest of (i) the date of Seller achieves Substantial Completion and attaches the Punchlist.Completion,

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (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, which confirmation shall 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 “punch-list” items remain to be completed. Tenant shall have the sole responsibility for obtaining any certificate of occupancy (or equivalent). When the Architect considers the Tenant Improvements to be Substantially Completed, Tenant will notify Landlord and within three (3) business days thereafter, Landlord’s Representative and Tenant’s Representative shall conduct a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections walk-through of the Work by MSGPremises and identify any necessary touch-up work, Project Manager repairs and Architect in order minor completion items that are necessary for final completion of the Tenant Improvements. Tenant shall use commercially reasonable efforts to determine 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 of the Work Tenant Improvements is not a condition to the Commencement Date or Tenant’s obligation to pay Rent under the Lease. (b) All Tenant Improvements shall be the property of Landlord upon installation unless Landlord and Tenant otherwise agree upon the Punchlist Items in writing and the schedule provided that Landlord may designate for their completionremoval by Tenant (and at Tenant’s cost) any Tenant Improvements that are not Building Standard. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements For purposes of the Work that Project Managerforegoing sentence, Architect the following shall be deemed Building Standard Tenant Improvements: usual office improvements for a general, standard office use such as standard gypsum board, partitions, typical office ceiling grids and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG tiles, typical office lighting panels, typical office doors and Project Manager that it considers the Work to have achieved Substantial Completion carpeting, standard break rooms and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedlunchrooms. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 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 Contractor considers believes it has achieved Substantial Completion of the Work 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 (or portions thereof5) Business Days after receipt of Contractor's tender. If Owner fails to notify Contractor of any such known reasons within the allotted time, the Facility shall be deemed to have achieved Substantial Completion. If Owner rejects Contractor's certification of Substantial Completion, Owner shall identify its reasons for rejection in detail sufficient for verification and thereafter Contractor shall: (a) take prompt corrective action, as necessary, to achieve the requirements of Substantial Completion, and then submit a new certification of Substantial Completion to Owner as provided for above; or (b) disagree with Owner's reasons for such rejection, promptly notify Owner, and the Parties shall attempt to resolve the disagreement without delay. If the disagreement cannot be resolved within five (5) Business Days, then Contractor may cease further Performance Testing and seek a determination whether or not Substantial Completion has been achieved under Article 12 "Dispute Resolution". 10.3.3 Notwithstanding the obligations of Contractor set forth in 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 so notify Project Manager not be obligated to continue to run Performance Tests. In such case, Owner and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG discuss alternatives that may be available to Owner that may remedy the problems that Owner and Project Manager, a schedule setting forth anticipated dates for inspections Contractor have encountered during the attempted Performance Tests. Contractor's costs of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree implementing any such alternative(s) that are agreed upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine be Reimbursable Costs that the Work has are not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion included in the form attached hereto as Schedule P that establishes Contract Sum and not chargeable against the date of Substantial Completion and attaches the PunchlistTarget Price.

Substantial Completion. 13.15.1 When Contractor considers the Work 8.1 Lessor shall give Lessee written notice ten (or portions thereof10) to have achieved days before it anticipates achieving Substantial Completion. 8.2 Lessee shall: 8.2.1 promptly, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: any event no later than seven (7) days after receiving Lessor’s written notice under clause 8.1 or a notice under paragraph 8.2.3 of this clause 8.2 (as the case may be), inspect the construction; and 8.2.2 if satisfied that Substantial Completion has been achieved, issue a notice to Lessor: (a) a Punchliststating the date upon which Lessee determines Substantial Completion was achieved; and and (b) containing a schedule for completing all Punchlist Items on such Punchlistlist of any minor Defects of the type described in paragraph (a) of the definition of “Substantial Completion”; or 8.2.3 if not satisfied that Substantial Completion has been achieved, issue a notice so advising Lessor. 13.15.2 Contractor 8.3 Upon the issue of a notice of Substantial Completion under Clause 8.2.2 8.3.1 Lessor shall develop, in conjunction with MSG complete remaining office fitout not required to be completed for achieving Substantial Completion as soon as possible and Project Manager, a schedule setting forth anticipated dates for inspections no later than thirty (30) days after the issuance of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion Notice of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor issuance of Temporary Occupancy Permit; 8.3.2 Lessor shall complete or rectify the elements repair all remaining minor Defects of the Work that Project Managertype described in paragraph (a) of the definition of “Substantial Completion” as soon as possible and no later than fifteen (15) days after the issuance of the Notice of Substantial Completion; 8.3.3 all utilities supplies are connected and available for use; 8.3.4 removed from the Facility site all unused materials, Architect waste, construction equipment and MSG identified as requiring completion or rectification in order temporary structures; 8.3.5 Lessor shall obtain and provide to Lessee a copy of all governments Approvals, including, but not limited to, quality bureau, power bureau, fire bureau, and use and occupancy certificate for the Work Facility to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time be used as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been meta factory, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSGpunch list is completed; And Lessee shall not officially use the Facility but except Lessee’s direction, a Certificate equipment installation before Handover. 8.3.6 Handover the Facility to Lessee when above conditions are satisfied (“Handover”) and meets definition of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.Contract;

Substantial Completion. 13.15.1 When Contractor considers Upon a determination by Northwind that the Plant has been substantially completed in accordance with the Plant Plans and Specifications, which shall only be when (i) the 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 (or portions thereofiii) Northwind has performed all obligations under this Agreement to have achieved 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, Contractor then, within ten (10) Business Days after Aladdin receives the Substantial Completion Certificate, Aladdin shall provide Northwind with written notice clearly setting forth the basis for Aladdin's belief. Any portions of the Plant to which timely objection is not made by Aladdin shall be considered substantially complete. Failure by Aladdin to deliver any notice within said ten (10) Business Day period shall be deemed to be acceptance of the Plant as substantially complete. If Aladdin delivers a notice as aforesaid, Northwind shall determine whether it agrees with such notice, and if Northwind does so agree, Northwind shall complete the Plant in the manner required by the terms of this Agreement diligently and in good faith. If Northwind does not agree with Aladdin's notice, Northwind shall so notify Project Manager inform Aladdin and MSG Northwind and Aladdin promptly shall confer and exert their best efforts in writing good faith to reach a reasonable and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections equitable resolution of the Work by MSG, Project Manager issue. If Northwind and Architect in order Aladdin are unable to determine Substantial Completion of resolve the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completedissue within five (5) Business Days, then Contractor the matter shall complete or rectify be referred to the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been metIndependent Engineer, and the Punchlist Items have been agreedParties agree to accept the Independent Engineer's determination as binding, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistact accordingly.

Substantial Completion. 13.15.1 When Contractor considers (A) Attached hereto as Exhibit C is a schematic work plan (the "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 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 Tenant and Tenant shall have the limited right to approve same for consistency with the Plans, such approval not to be unreasonably withheld, delayed, or portions thereofconditioned. 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 achieved Substantial Completionapproved same. (B) Subject to delays due to Force Majeure, Contractor 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 notify Project Manager 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 MSG in writing and prepare be deemed ready for Project Manager and MSG: Tenant's occupancy on the later of: (a) The date on which Landlord's Work, together with 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 work and adjustment of equipment and fixtures which can be completed after occupancy has been taken without causing substantial interference with Tenant's use of the Premises (i.e. so-called "punch list" items) and items of work for which there is a Punchlist; long lead time in obtaining the materials therefor or which are specially or specifically manufactured, produced or milled for the work in or to the Premises and require additional time for receipt or installation ("long lead" items), or (b) a schedule The date when permission has been obtained from the applicable governmental authority, to the extent required by law, for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections occupancy by Tenant of the Work Premises for the Permitted Use. Landlord shall complete as soon as conditions practically permit all items and work excepted by MSGSection 3.1(B)(a) above, Project Manager and Architect Tenant shall cooperate with Landlord in order providing access as may be required to determine Substantial Completion complete such work in a normal manner. Landlord shall permit Tenant access for installing Tenant's trade fixtures in portions of the Work Premises and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring wiring its computer system prior to substantial completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine when all of the criteria 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 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 Substantial Completion 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 delay or whether or not it is within the control of Tenant or any such employee, and Landlord's Work shall be deemed completed as of the date when the same would have been metsubstantially completed except for Tenant Delay, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion as determined by Landlord in the form attached hereto as Schedule P that establishes the date exercise of Substantial Completion its good faith business judgment. Nothing contained in this paragraph shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and attaches the Punchlistconditions contained in this Lease.

Substantial Completion. 13.15.1 When Contractor considers 7.3.1 ▇▇▇▇▇▇ Mechanical shall notify Owner when it believes the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work Plant has not achieved Substantial Completion and, with or that previously scheduled Punchlist Items have not been completed, then Contractor before such notice. ▇▇▇▇▇▇ Mechanical shall complete or rectify the elements of the Work that Project Manager, Architect prepare and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, issue a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes 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 was done), (iii) provisions (to the extent not already provided in the Contract) establishing Owner’s and attaches ▇▇▇▇▇▇ Mechanical’s responsibility for the PunchlistPlant’s security, maintenance, utilities and insurance pending final payment and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. Within five (5) days of Owner’s receipt of ▇▇▇▇▇▇ Mechanical’s notice, Owner and ▇▇▇▇▇▇ Mechanical will jointly inspect the Plant Work to verify the Plant has achieved Substantial Completion with permanent equipment installed in operating condition and order required under the Contract, and verify the additional Work necessary to complete before Final Completion and to develop a mutually-agreeable Punch List. Owner shall give notice of objection to the claim of Substantial Completion within seven (7) days of the joint inspection date. Owner shall, within seven calendar days after the inspection deliver to ▇▇▇▇▇▇ Mechanical its proposed Punch List signed by Owner’s Representative. Such Punch List shall clearly designate which items, if any, need to be completed in order to reach Final Completion. ▇▇▇▇▇▇ Mechanical shall within six (6) calendar days of receipt of the Punch List ▇▇▇▇ the list to show ▇▇▇▇▇▇ Mechanical’s disagreement, if any, with any of the items listed by Owner, and return a copy of the list so marked and signed by ▇▇▇▇▇▇ Mechanical to Owner. In the event that Parties do not agree on the items that should be included on the Punch List within eight (8) calendar days thereafter, then either Party may submit the matter to disputes resolution under Section 17 below. 7.3.2 Upon achieving Substantial Completion, Hams Mechanical shall proceed to complete the Work and Delta-T with assistance from ▇▇▇▇▇▇ Mechanical and Owner will continue the Performance Test protocol described at Exhibit C in effort to attain 100% of the performance guarantees as prescribed by Exhibit D for the periods required by Exhibit D. Upon achieving Substantial Completion, Owner shall release to ▇▇▇▇▇▇ Mechanical 90% of the Retainage, and the remaining 10% of the 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 incomplete items of Work as noted in the Certificate of Substantial Completion or as previously documented in writing. 7.3.3 At Substantial Completion, care, custody and control of the Plant, shall pass to Owner. Subsequent to Substantial Completion, Owner will permit ▇▇▇▇▇▇ Mechanical access to the Plant, subject only to restrictions as necessary for security and safety, so that ▇▇▇▇▇▇ Mechanical may conduct Corrective Action and additional Performance Tests as provided in this Article 7. After Substantial Completion, Owner shall be 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, the appropriate government authorities having jurisdiction over the Plant, and (iii) Owner’s use or occupancy will not significantly interfere with ▇▇▇▇▇▇ Mechanical’s completion of the remaining Work.

Substantial Completion. 13.15.1 When Contractor considers The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work (other than any details of construction, mechanical adjustment or portions thereofany other similar matter, the noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Premises) has been performed and Landlord has received a certificate of occupancy, temporary certificate of occupancy, final inspection approval, or other governmental approval required for occupancy of the Premises. Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to have achieved any delay in achieving Substantial CompletionCompletion for any reason. Prior to or not later than five (5) Business Days after the date upon which the Premises are delivered to Tenant, Contractor a representative of Landlord and a representative of Tenant shall so notify Project Manager walk through the Premises and MSG in writing and jointly prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developlist of minor items which, in conjunction with MSG the mutual opinion of Landlord and Project ManagerTenant, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor fully completed or which require repair (the “Punch List Items”). Landlord shall cause its contractor to complete or rectify repair the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Punch List Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes within 30 days after the date of Substantial Completion and attaches the Punchlist“walk-through” (or such long period as may be required if such work cannot reasonably be completed within such thirty (30) day period). Tenant shall not be entitled to any abatement of any rental obligations as pertains to the Premises pending completion of the Punch List Items. If Tenant is unable to participate in a walk-through of the Premises, as described herein, prior to taking occupancy, Landlord shall have the right to conduct a walk-through with Landlord’s contractor for the purpose of verifying the condition of the Premises prior to Tenant’s move-in activities.

Substantial Completion. 13.15.1 When Contractor considers “Substantial Completion” or “Substantially Complete” means that Landlord’s Work has been sufficiently completed such that the Premises is suitable for its intended purpose, notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to be performed. Landlord will use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before September 14, 2012. Landlord shall give Tenant written notice of the of the substantial completion of Landlord’s Work along with a proposed date for inspection thereof and Landlord and Tenant (or portions thereoftheir respective agents or contractors) shall conduct an inspection of the Landlord’s Work and develop a punch list of all items of the Landlord’s Work which are not complete or which require correction (the “Punch List”). Landlord shall complete and/or correct all items on the Punch List promptly after Landlord receives the Punch List and shall give Tenant written notice when all of the items on the Punch List have been completed and/or corrected. Any items not on the Punch List which could have, with reasonable diligence, been discovered by ▇▇▇▇▇▇ and included on the Punch List shall be deemed accepted by Tenant. If Tenant fails to appear for inspection or fails to arrange a different date for inspection with Landlord within five (5) business days after receipt of Landlord’s notice of substantial completion, Tenant shall be deemed to have achieved Substantial Completionagreed that no items exist that are incomplete or require correction and therefore Landlord’s Work has been completed and Landlord shall not be required to complete or correct any such items which may in fact exist; or at Landlord’s election, Contractor shall so notify Project Manager Landlord may prepare and MSG approve the Punch List on Tenant’s behalf. Landlord and ▇▇▇▇▇▇ agree to cooperate with each other in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for scheduling the inspections of the Premises and the Landlord’s Work by MSGdescribed in this Paragraph 2, Project Manager to make their respective personnel and Architect representatives available on reasonable notice to attend such inspections and develop the Punch List within the inspection time described in order this Paragraph 2 and to determine Substantial Completion act reasonably in determining whether or not an item of the Landlord’s Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion should be included in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistPunch List.

Substantial Completion. 13.15.1 When Contractor considers Landlord shall use commercially reasonable efforts to cause the Work Required Base Building Improvements to be Substantially Complete on or before February 1, 2014, subject to Force Majeure Events and Tenant Delays. Landlord will give Tenant at least thirty (30) 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 portions thereof"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 items of the type customarily found on an architectural punchlist that will not interfere with or delay completion of the Tenant Improvements ("Punchlist Items"). Landlord and Tenant shall then 'mange a 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 have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) conduct a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections walk-through inspection of the Work by MSGWarm Shell Improvements. During the inspection, Project Manager and Landlord's Architect in order to determine Substantial Completion shall compile a list of the Work and agree upon 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 delayed. If Tenant or Tenant's Architect shall fail to inspect the Warm Shell Improvements within five (5) business days after the Substantial Completion Date specified in Landlord's notice, the Warm Shell Improvements shall be deemed completed and satisfactory in all respects, and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor Date shall complete or rectify be the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process date set forth in this Landlord's notice. Landlord's failure to have Substantially Completed the Required Base Building Improvements by February 1,2014, subject to Force Majeure Events and Tenant Delays, shall be governed by the provisions of Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all 2.2 of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistLease.

Substantial Completion. 13.15.1 When Landlord's Contractor considers the Work (or portions thereof) to have achieved shall achieve "Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections " of the Work by MSG, Project Manager and Architect Tenant Improvements in order to determine Substantial Completion of accordance with the Work and agree upon the Punchlist Items Lease and the schedule for their completionSchedule of Responsibilities attached hereto as Exhibit B-2. ArchitectAs used in this Work Agreement, Project Manager and MSG the Tenant Improvements shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine if all of the criteria work called for under the Working Drawings has been substantially completed in accordance with Landlord's construction contract with Landlord's Contractor and Landlord has received the final inspection authorizing Tenant to take occupancy of the Premises. Substantial Completion have been metdoes not include completion of (i) details of construction, decoration or adjustment which do not substantially interfere with Tenant's occupancy or the ability of any specialty contractors hired by Tenant to install fixtures or equipment Tenant has ordered; (ii) any punch list work which does not affect Tenant's use of the Premises and which can be completed or corrected as soon as reasonably possible after the Punchlist Items have been agreed, Project Manager Phase I Commencement Date or the Phase II Commencement Date; (iii) items for which Tenant requests a deferral; and/or (iv) any long-lead or specialty items required by Tenant. Landlord will prepare, upon MSG’s direction, a Certificate give Tenant no less than ten (10) days' advance written notice of the anticipated date of Substantial Completion in so that Tenant can be prepared to take occupancy of the form attached hereto as Schedule P that establishes Premises on or immediately after the date of Substantial Completion and attaches Completion. Landlord will cooperate with Tenant in allowing Tenant's specialty contractors, if any, to enter the PunchlistPremises during said ten-day period to complete work needed before Tenant will take occupancy.

Substantial Completion. 13.15.1 When Contractor considers If the Work 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 (or portions thereof60) days following the date the Building Shell Improvements would have been Substantially Completed but for any Tenant Delay, subject to the provisions of Section 2.02 above. Tenant agrees that any Tenant Delay shall be cumulative and shall not cause the Lease Commencement Date to be extended beyond what it otherwise would have achieved Substantial Completionbeen in the absence of any Tenant Delay. For purposes of this Lease, Contractor the Building Shell Improvements shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: be Substantially Completed when (a) a Punchlist; 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 (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections installation of the Work Tenant Improvements, which shall be itemized on a punch list and completed by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes Landlord within forty-five (45) days following the date of Substantial Completion of the Building Shell Improvements, (b) the applicable governmental authority has conducted its final inspection of all Building Shell Improvements, has provided its approval thereof, and attaches has issued a Temporary Certificate of Occupancy (if applicable and available), (c) the Punchlistarchitect of record (▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) has delivered to Tenant its executed Certificate of Substantial Completion, and (d) upon written notice from Landlord to Tenant of the foregoing, accompanied by a copy of such Temporary Certificate of Occupancy (if applicable and available) and a copy of such Certificate of Substantial Completion and granting Tenant possession and occupancy of the Building Shell Improvements (“Substantially Completed” or “Substantial Completion” of the Building Shell Improvements, or similar phrase).

Substantial Completion. 13.15.1 When Contractor considers The Tenant Improvements shall be deemed substantially completed ("SUBSTANTIAL COMPLETION" or "SUBSTANTIALLY COMPLETED") when the Work (or portions thereof) to Tenant Improvements have achieved Substantial Completionbeen completed in accordance with the Final Plans, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: except for: (a) a Punchlist; items of finishing and construction which are not necessary to make the Demised Premises reasonably tenantable for Tenant's use as stated herein; (b) a schedule for completing all Punchlist Items on such Punchlist.items not then completed because of: 13.15.2 Contractor shall develop(i) failure by Tenant to provide the Proposed Plans by the Plans Submission Date, or to promptly make changes in conjunction the Proposed Plans reasonably required by Landlord in connection with MSG and Project Managerthe approval thereof, a schedule setting forth anticipated dates for inspections or to otherwise perform its obligations under this Lease; or (ii) changes in the Final Plans requested by Tenant to the extent of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process time set forth in this Section 13.15.2 the Landlord's statement given after change orders are agreed to in writing by Tenant; or (iii) delays, not caused by Landlord, in furnishing materials or procuring labor required for installations or work in the Demised Premises which are not customarily provided by Landlord for office tenants in the Building, provided that Tenant shall repeat until such time as Substantial Completion is achievedbe notified of Landlord's good faith estimate of the anticipated delay promptly after discovery thereof by Landlord, and shall be given an opportunity to specify alternative materials or requirements customarily provided by Landlord for office tenants; or (iv) the performance of any work or activity in the Demised Premises by Tenant or any of its employees, agents or contractors. 13.15.3 When Project Manager(c) Delays resulting from the occurrences described in Subsection 4.14 (b)(i), Architect and MSG(ii) or (iv) are sometimes hereinafter referred to as "TENANT DELAYS." In the event of any Tenant Delay, on Tenant acknowledges that the basis of inspections and otherwise, determine all Commencement Date of the criteria for Substantial Completion have been metLease Term may occur (in Landlord's sole, but reasonable discretion,) and Tenant's obligation to pay Rent may begin, before the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion Demised Premises can be occupied by Tenant. Landlord agrees that in the form attached hereto as Schedule P that establishes event of a Tenant Delay occurring under subsection 4.14 (b)(i), (ii) or (iv), it will provide Tenant with notice of such Tenant Delay, which notwithstanding the date notice provisions of Substantial Completion this Lease, may be by telephone, in person, fax, email, or other means of communication. Tenant will have two calendar days in which to notify Landlord, which notwithstanding the notice provisions of this Lease, may be by telephone, in person, fax, email, or other means of communication, of any proposed alternative materials, requirements, or means of avoiding the Tenant Delay. Landlord and attaches Tenant agree to use their best efforts to implement Tenant's reasonably proposed alternative materials, requirements or means of avoiding the PunchlistTenant Delay, however, Landlord will not be responsible for the Tenant Delay if such means do not succeed.

Substantial Completion. 13.15.1 When Contractor considers The Landlord’s Work shall be performed in a professional, good and workmanlike manner in accordance with all applicable codes, statutes, laws, rules and regulations. During the course of construction, Tenant’s Representative and Tenant’s Consultant agree to attend bi-weekly construction meetings and site inspections with Landlord for the purpose of monitoring that Landlord’s performance of the Landlord’s Work is being effectuated consistent with the Tenant’s Plans and Specifications in accordance with industry standard (“Inspections”). Landlord shall reasonably cooperate with Tenant’s Representative and Tenant’s Consultant to schedule Inspections at times that are mutually convenient for all sides and will set forth the items to be reviewed during the Inspections in writing (email being acceptable) in advance (the “Inspection List”). If either Tenant’s Representative or portions Tenant’s Consultant discovers any deviation from the Tenant’s Plans and Specifications during an Inspection, Tenant shall advise Landlord in writing (email to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ <▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇> being acceptable) within two (2) business days following the discovery thereof) , and Landlord shall correct any such deviation as expeditiously as reasonably possible in accordance with industry standard. If Tenant’s Representative or Tenant’s Consultant do not attend such Inspections and/or attends such Inspections and do not raise any discrepancy to Landlord regarding the performance of the Landlord’s Work, then Tenant is deemed to have achieved Substantial Completion, Contractor waived its right to object to the portion of the work that was included as part of the Inspection List. Landlord shall so notify Project Manager deliver the New Premises to Tenant in turnkey condition substantially complete and MSG in writing ready for use and prepare for Project Manager and MSGoccupancy by Tenant. The New Premises shall be deemed substantially complete upon the occurrence of all of the following: (ai) a PunchlistLandlord’s delivery to Tenant’s Representative and Tenant’s Consultant of self-certification letters by Landlord’s Architects and engineers certifying that the Landlord’s Work built pursuant to Tenant’s Plans and Specifications is substantially complete in accordance with industry standard and that Tenant can use all of the New Premises for the permitted uses therein; and only minor and insubstantial details of decoration and mechanical adjustment remain (subject to industry accepted Punch List items defined below); and (bii) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG the thorough and Project Manager, a schedule setting forth anticipated dates for inspections professional cleaning of the Work by MSG, Project Manager New Premises and Architect in order to determine Substantial Completion corridor so that each are ready for Tenant’s use and occupancy; and (iii) walk-through of the New Premises by Landlord, Tenant’s Representative and Tenant’s Consultant confirming the substantial completion of the Landlord’s Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the identifying any punch list items of Landlord’s Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements to be performed by Landlord following Tenant’s occupancy of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve New Premises (a “Punch List”). The foregoing (i) through (iii) inclusive shall be deemed “Substantial Completion”. Contractor shall thereafter notify MSG Landlord will provide fifteen (15) days prior written notice to Tenant’s Representative and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all Tenant’s Consultant of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the estimated date of Substantial Completion and attaches during such fifteen (15) day period, Landlord, Tenant’s Representative and Tenant’s Consultant will perform a walk-through of the PunchlistNew Premises for the purpose of establishing the Punch List. Upon the New Premises Commencement Date, Tenant shall accept the New Premises in its “as is” condition but excluding latent defects and the Punch List items, which Landlord shall correct. Landlord shall endeavor to complete all Punch List items within thirty (30) days following receipt of the Punch List (subject to items of Long Lead Work). Landlord shall coordinate the performance of any Punch List items with Tenant’s Representative in an effort to minimize interference with Tenant’s business and where reasonably requested by Tenant, Landlord shall perform Punch List items outside of normal work hours which are Monday through Friday 8 a.m. to 6 p.m. excluding federal holidays.

Substantial Completion. 13.15.1 When Contractor considers Sublandlord agrees to use commercially reasonable efforts to Substantially Complete (as hereinafter defined) the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Sublandlord’s Work by MSGthe date that is seven (7) months from the Effective Date, Project Manager subject to extensions for force majeure and Architect in order any Subtenant caused delays (including, without limitation, Subtenant’s failure to determine Substantial Completion of provide Sublandlord with reasonable access to the Work Subleased Premises to undertake the Sublandlord’s Work); provided, however, Subtenant acknowledges and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine agrees that the Work has not achieved Substantial Completion Sublandlord makes no guaranty or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate warranty of Substantial Completion by such date. The Sublandlord’s Work shall be deemed substantially completed (“Substantially Completed” or “Substantial Completion”) when, in the form attached hereto as Schedule P that establishes opinion of the construction manager (whether an employee or agent of Sublandlord or a third party construction manager, the “Construction Manager”), the Sublandlord’s Work is substantially completed except for punch list items which do not prevent in any material way the use of the Subleased Premises for the purposes for which they were intended. In the event Subtenant, its employees, agents, or contractors cause, directly or indirectly, the construction or completion of the Sublandlord’s Work to be delayed, then the date of Substantial Completion shall be deemed to be the date that, in the opinion of the Construction Manager, Substantial Completion would have occurred if such delays or impairments had not taken place. Without limiting the foregoing, Subtenant shall be solely responsible for delays caused by Subtenant’s request for any changes in the plans, Subtenant’s request for long lead items, Subtenant’s failure to provide Sublandlord with reasonable access to the Subleased Premises to undertake the Sublandlord’s Work, and/or Subtenant’s interference with the construction of the Sublandlord’s Work, and attaches such delays shall not entitle Subtenant to any abatement of rent or other rights of any kind. Substantial Completion is only material for purposes of determining the Punchlistcompletion of the Sublandlord’s Work and has no impact whatsoever on the Extended Term Commencement Date and/or Subtenant’s other obligations under the Sublease, including, without limitation, the obligation to pay rent. In no event shall Sublandlord have any obligation for any defects in the Subleased Premises or any limitation on its use.

Substantial Completion. 13.15.1 When Contractor considers Except for Tenant Extensions, the Work (Initial Improvements and the Expansion Space, as the case may be, shall be deemed to be "Substantially Complete" or portions thereof) be deemed to have achieved "Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG" on the date on which: (ai) a Punchlistthe improvements in question are completed in compliance with all applicable laws (except as provided in Section 2.3 hereof) and in conformity in all material respects with the Final Plans (or the Expansion Plans, as the case may be); and (bii) when the Village (or other governmental authority having jurisdiction) has issued a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG certificate of occupancy (or other consent to or approval of Tenant's use and Project Manager, a schedule setting forth anticipated dates for inspections occupancy as may be necessary) of the Work Initial Improvements (or Expansion Space). In the event of any disagreement between Landlord and Tenant on the issue of whether Substantial Completion has been achieved under clause (i) above, Tenant and the Initial Architect shall appoint an independent third party architect (the "Independent Architect") to make 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, as aforesaid, if necessary) by MSGthe Village (or other governmental authority having jurisdiction) which is temporary or conditional on the subsequent completion of weather-sensitive work, Project Manager if any, or completion of minor Punch List Items (as defined in Section 2.9) which do not interfere with Tenant's use and Architect in order to determine occupancy of the Demised Premises, shall nevertheless fulfill the requirement of clause (ii) above. In the instance of the occurrence of Tenant Extensions, Substantial Completion of the Work Initial Improvements (or the Expansion Space, if applicable) shall 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 agree upon in conformity in all material respects with the Punchlist Items Final Plans (or the Expansion Plans, if applicable) and the schedule for their completion. ArchitectVillage (or other governmental authority having jurisdiction) would have issued a certificate of occupancy (or other consent or approval, Project Manager and MSG shall inspect the Work. Ifas aforesaid, after making such inspectionas may be necessary), Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order but for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedoccurrence of a Tenant Extension. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers The Landlord Work shall be deemed to be “Substantially Complete” with respect to the Twelfth Expansion Space on the date that (i) all Landlord Work with respect to the Twelfth Expansion Space (other than any details of construction, mechanical adjustment or portions thereofany other similar matter, the noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Twelfth Expansion Space) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG has been performed in accordance with the Approved Construction Documents (as modified by any Change Order approved in writing by Landlord and prepare for Project Manager 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 MSG: (a) a Punchlistequipment and that of the Landlord Work are fully tested and operational; and (biv) Tenant has had access to the Twelfth Expansion Space to install furniture, fixtures and equipment for a schedule for completing all Punchlist Items on period of ten (10) Business 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 Twelfth Expansion Space (or such Punchlist. 13.15.2 Contractor shall developportion thereof) and jointly prepare a list of minor items which, in conjunction with MSG the mutual opinion of Landlord and Project ManagerTenant, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor fully completed or which require repair (the “Punch List Items”). Landlord shall cause its contractor to complete or rectify repair the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Punch List Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes within 30 days after the date of the “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 Punch List Items. In the event that Tenant takes possession of any portion of the Twelfth Expansion Space following the construction of Landlord Work in such portion of the Twelfth Expansion Space in the absence of having created a punch list, Tenant will be deemed to have waived its right to create a punch list with respect to such portion of the 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 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 responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and attaches the Punchlist.exclusive remedy for any delay in achieving Substantial Completion for any reason other 20750729v.5 B - v

Substantial Completion. 13.15.1 § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work (or portions thereof) to have achieved designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall so notify Project Manager and MSG in writing and prepare then submit a request for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlistanother inspection by the Architect to determine Substantial Completion. 13.15.2 § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon or designated portion thereof unless otherwise provided in the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements Certificate of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the form attached hereto as Schedule P Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that establishes is incomplete or not in accordance with the date requirements of Substantial Completion and attaches the PunchlistContract Documents.

Substantial Completion. 13.15.1 When Contractor considers If the Work Building Shell Improvements are not Substantially Completed by the Estimated Substantial Completion Date, then the Lease Commencement Date shall be one hundred eighty (or portions thereof180) days following the date the Building Shell Improvements would have been Substantially Completed but for any Tenant Delay, subject to the provisions of Section 2.02 above. Tenant agrees that any Tenant Delay shall be cumulative and shall not cause the Lease Commencement Date to be extended beyond what it otherwise would have achieved Substantial Completionbeen in the absence of any Tenant Delay. For purposes of this Lease, Contractor the Building Shell Improvements shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: be Substantially Completed when (a) a Punchlist; all of such improvements are completed, except for minor items of work (e.g., pick-up, "punch list" work, etc.) that can be completed with only minor interference with construction and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections installation of the Work Tenant Improvements, which shall be itemized on a punch list and completed by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes Landlord within sixty (60) days following the date of Substantial Completion of the Building Shell Improvements, (b) the Clark County Building Department has conducted its final inspection ▇▇ ▇▇l Building Shell Improvements, has provided its approval thereof, and attaches has issued a Certificate of Completion therefor, and (c) upon written notice from Landlord to Tenant of the Punchlistforegoing, 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 Building Shell Improvements, or similar phrase). For purposes of this Lease , the Tenant Improvements shall be Substantially Completed when (a) all of such improvements are completed, except for minor items of work (e.g., pick-up, "punchlist work," etc.) that can be completed with only minor interference with Tenant's conduct of business at the Property, and (b) the issuance of a final unconditional Certificate of Occupancy for the Property.

Substantial Completion. 13.15.1 When Contractor considers The Landlord shall notify the Work Tenant when "Substantial Completion" (or portions thereofas defined in Section 1.1) has occurred. Any such notice delivered to have achieved 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, Contractor as the case may be, occurred, (b) with respect to that portion of the Landlord's Work and Tenant Improvements delivered, set forth the Landlord's position regarding the respective responsibilities of the Landlord and the 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, as the case may be, specified in such Substantial Completion Notice, the Tenant shall confirm such date in a written notice delivered to the Landlord within five (5) business days from receipt of the Substantial Completion Notice. If the Tenant shall disagree with the date of Substantial Completion, as the case may be, specified in such Substantial Completion Notice, the Tenant shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: the Landlord within such five (a5) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developbusiness day period, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates with reasonable specificity the Tenant's basis for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine asserting that the Work has not achieved Substantial Completion one or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all more of the criteria for Substantial Completion Completion, as the case may be, have not been metsatisfied. 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, and the Punchlist Items have been agreeddispute shall be resolved by the appropriate court of jurisdiction in Hillsborough County, Project Manager will prepare, upon MSG’s direction, a Certificate Florida. Tenant's obligation to pay Rent shall commence on the date of Substantial Completion specified in the form attached hereto as Schedule P that establishes Substantial Completion Notice, regardless of whether Tenant disagrees with the date of Substantial Completion and attaches elects to follow the Punchlistprocedure set forth in this subjection (d) to resolve the disagreement.

Substantial Completion. 13.15.1 When Contractor considers SUBSTANTIAL COMPLETION" occurs when all of the Work (or portions thereof) to following conditions have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSGbeen satisfied: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections receipt of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion by Architect on AIA Form G704 (or a substantially similar form) relating to the construction of the Improve ments; (b) Tenant can use the Premises for its intended purposes without material interference to Tenant conducting its business activities; (c) Final Inspection has occurred; (d) Tenant, its employees, agents and invitees have ready access to, and parking adjacent to, the Initial Building and the Premises (but not necessarily on paved surfaces); (e) necessary utilities (not including natural gas) and plumbing are available (availability through temporary facilities will be acceptable for this purpose; provided, however, that connection to permanent facilities will not result in the form attached hereto unavailability or discontinuance of such utilities with respect to Tenant's use of the Premises thereafter) in capacities not less than as Schedule P set forth in the Plans, are connected to mains or other appropriate sources, and all utility meters have been set and activated; (f) receipt of a certificate from an engineer stating that establishes no additional easements are required to be granted for the benefit of Parcel B in order for Parcel B and the Improvements located thereon to be provided with access, utility services and drainage, as required by the Lease and this Leasehold Improvement Agreement; and (g) receipt (at Tenant's sole cost and expense) of an update to the existing commitment for title insurance dated prior to (and as close as is reasonably practical to) the date of Substantial Completion, showing no exceptions to title affecting the Premises (or interfering with or limiting Tenant's rights to Parcels A or D) other than those shown on Exhibit B or those approved or consented to by Tenant. At Landlord's request, Tenant will execute and deliver to Landlord a written acknowledgment that Substantial Completion has occurred. Acceptance of possession, use or occupancy of the Premises by Tenant shall not be deemed to constitute a waiver of Landlord's duties, obligations or warranties expressly set forth in the Lease. Landlord shall use reasonable efforts to give Tenant at least fifteen days' advance notice of the estimated date on which Substantial Completion is expected to occur and attaches five days' advance notice of any changes to the Punchlistestimated Substantial Completion date.

Substantial Completion. 13.15.1 When Contractor considers the Work The Tenant Improvements shall be deemed “Substantially Complete” (or portions thereof) and “Substantial Completion” shall be deemed to have achieved Substantial Completionoccurred) upon the date upon which (i) construction of the Tenant Improvements in the Premises has been substantially completed pursuant to the Construction Documents, Contractor shall so notify Project Manager with the exception of any minor punch list items and MSG any Tenant fixtures, work-stations, built-in writing furniture, or equipment to be installed by Tenant, and prepare for Project Manager and MSG: (aii) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections temporary or permanent certificate of occupancy or other equivalent approval from the local governmental authority has been issued permitting occupancy of the Work by MSG, Project Manager and Architect Premises (such as sign off on the building inspection cards). If there shall be a delay in order to determine Substantial Completion of the Work and agree upon Tenant Improvements as a result of: (a) Tenant’s request for materials, finishes or installations other than those readily or reasonably available; (b) Tenant’s request to deviate from the Punchlist Items and Building Standard Improvements; (c) Tenant’s changes in the schedule for their completion. ArchitectSpace Plan or Construction Documents after approval by Landlord; (d) Tenant’s failure to timely perform any obligation or provide any approval required of Tenant hereunder (except to the extent such delay is caused by Landlord or Landlord’s agents, Project Manager and MSG employees or contractors); or (e) Tenant’s failure to timely pay any Excess Costs; (each of the foregoing, a “Tenant Delay”) then the Commencement Date of the Term of this Lease shall inspect be the Work. If, after making such inspection, Architect, Project Manager and MSG determine date that the Work has Tenant Improvements would have been Substantially Complete but for such Tenant Delay, as reasonably determined by Landlord. The Tenant Improvements shall be deemed Substantially Complete notwithstanding the fact that minor details of construction, mechanical adjustments or decorations that do not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor materially interfere with Tenant’s use and enjoyment of the Premises remain to be performed (items normally referred to as “punch list” items). Landlord shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified all such punch list items as requiring completion or rectification in order for the Work to achieve soon as reasonably practicable after Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) As used herein “Substantial Completion,” “Substantially Completed,” and any derivations thereof mean that (i) the Leasehold Improvements have been substantially completed in accordance with the Final CDs as determined by Architect, and (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 “punch-list” items remain to be completed. Tenant shall have the sole responsibility for obtaining any certificate of occupancy (or equivalent). When the Architect considers the Leasehold Improvements to be Substantially Completed, Tenant will notify Landlord and within five (5) business days thereafter, Landlord’s Representative and Tenant’s Representative shall conduct a Punchlist; walk-through of the Premises and identify any necessary touch-up work, repairs and minor completion items that are necessary for final completion of the Leasehold Improvements. Tenant shall use commercially reasonable efforts to cause the General Contractor performing the Leasehold Improvements to complete all punch-list items within thirty (30) days after agreement thereon. The date upon which Substantial Completion is achieved will be the “Substantial Completion Date” as that term is used in the Lease. NOTWITHSTANDING THE ABOVE, SUBSTANTIAL COMPLETION OF THE LEASEHOLD IMPROVEMENTS IS NOT A CONDITION TO THE COMMENCEMENT DATE OR TENANT’S OBLIGATION TO PAY RENT (OR TO PERFORM ANY OTHER OBLIGATIONS) UNDER THE LEASE). (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections All of the Work Leasehold Improvements will be owned by MSG, Project Manager Landlord and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion remain in the form attached hereto as Schedule P that establishes Premises at the date expiration or early termination of Substantial Completion and attaches the Punchlist.this Lease unless otherwise agreed in writing by

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) Except as provided in Paragraph 10(b) below, the Fifth Floor Expansion Space Leasehold Work shall be deemed to be substantially complete when the Fifth Floor Expansion Space Leasehold Work (except for punch list items and Long Lead Items (as hereinafter defined)) has been completed in substantial conformity with the Fifth Floor Expansion Space Leasehold Plans as evidenced by the Fifth Floor Expansion Space Leasehold Architect’s issuance of a Punchlist; certificate of substantial completion (the issuance thereof not to be unreasonably withheld) and issuance by the appropriate governmental authority(ies) of a certificate of occupancy for the Fifth Floor Expansion Space (or Landlord’s certification that all governmental inspections necessary for the issuance thereof have been successfully completed, and that an application therefor has been submitted). (b) Notwithstanding the foregoing, if Landlord shall be delayed in completing the Fifth Floor Expansion Space Leasehold Work as a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction result of: (i) Tenant’s failure to comply with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth any deadline specified in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on Exhibit or the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form Construction Schedule attached hereto as Schedule P that establishes II, (ii) Tenant’s request for changes to the Fifth Floor Expansion Space Leasehold Plans subsequent to the date that such plans or construction documents were prepared and reviewed where such changes result in an actual delay as reasonably determined by Landlord and agreed to by the Fifth Floor Expansion Space Project Manager, (iii) Tenant’s failure to pay when due any portion of Substantial Completion the Fifth Floor Expansion Space Tenant’s Expenses or any other sums payable by Tenant pursuant to this Exhibit, (iv) Tenant’s request for materials, finishes or installations as part of the Fifth Floor Expansion Space Leasehold Work which constitute Long Lead Items, (v) any delay in obtaining a building permit with respect to the Fifth Floor Expansion Space Leasehold Work caused by the act or omission of Tenant, or (vi) the performance (or failure thereof) of any work by any person or firm employed or retained by Tenant, then for purposes of determining the Fifth Floor Expansion Space Commencement Date, the work and attaches materials to be provided by Landlord pursuant to this Exhibit shall be deemed to have been substantially completed on the Punchlistdate that they would have been substantially completed if such delay or delays (each of which is referred to herein as a “Tenant Delay”) had not occurred. Landlord agrees to use good faith reasonable efforts to counter the effect of any Tenant Delay, including but not limited to employing overtime labor, provided that Landlord shall notify Tenant in writing prior to incurring additional expenses of the estimated amount of such expenses and the amount, if any, by which Landlord anticipates such additional expenses to exceed the Fifth Floor Expansion Space Improvements Allowance; however, Landlord shall not be obligated to expend any additional amounts in such efforts (e.g., by employing overtime labor) unless Tenant agrees in advance to bear any incremental cost associated with such efforts (whether or not such efforts are ultimately successful). (c) The term “Long Lead Item” shall mean any item or material element of the Fifth Floor Expansion Space Leasehold Work identified during the design or award process that, due to circumstances beyond the reasonable control of Landlord (including, without limitation, long lead times necessary for fabrication or delivery) will not be at the Fifth Floor Expansion Space in time to be completed and installed prior to the anticipated occupancy date (i.e., January 1, 2009).

Substantial Completion. 13.15.1 When Contractor considers Final Completion of Landlord’s Work. Landlord shall provide Tenant with written notice when Landlord believes that Substantial Completion of Landlord’s Work has been achieved, along with appropriate documentation to evidence the Work same. Such notice shall be accompanied by a list of items (or portions thereofthe “Punchlist Items”) to have achieved be completed or corrected. Promptly following delivery of such notice of Substantial CompletionCompletion of Landlord’s Work, Contractor duly authorized representatives of Landlord and Tenant shall so notify jointly inspect the Landlord’s Work. The Punchlist shall be subject to review and approval by Tenant following such joint inspection. In the event that the parties shall disagree on whether any item is properly included as part of the Punchlist Items, and the parties are unable to reach agreement thereon within five (5) business days after such joint inspection, either party may submit such disagreement to the Project Manager Architect for final determination, which determination of the Project Architect shall be binding upon Landlord and MSG Tenant. Notwithstanding anything to the contrary set forth herein, the failure to include an item on the Punchlist does not alter the responsibility of Landlord to complete all of Landlord’s Work in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all accordance with the Contract Documents. Landlord shall complete the Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of or before the Work by MSG, Project Manager and Architect in order to determine date that is thirty (30) business days after achieving Substantial Completion of the Work and agree upon the Landlord’s Work; provided, however, that Landlord shall have such additional time as may reasonably be required with diligent efforts to complete Punchlist Items and the schedule for their completionof a seasonal nature (such as landscaping) which cannot or should not be performed until a later date, special order items, or other materials or workmanship delayed beyond Landlord’s control. Architect, Project Manager and MSG If Landlord shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled complete all required Punchlist Items have not been completed(excluding the foregoing seasonal related items, then Contractor shall complete special order items, or rectify the elements of the Work that Project Managerother materials or workmanship delayed beyond Landlord’s control, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until however) within such time as Substantial Completion is achieved. 13.15.3 When Project Managerthirty (30) business day period, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion of Landlord’s Work shall be deemed extended by the number of days of such delay, except to the extent that Tenant wrongfully interferes with Landlord in completing such Punchlist Items and attaches Landlord shall continue to diligently pursue the Punchlistcompletion of Landlord’s Work to Final Completion of the Work without material interruption. Landlord shall cause Project Architect to issue a Certificate of Final Completion of Landlord’s Work after the completion of the Punchlist Items and such certificate date shall be the “Date of Final Completion” hereunder.

Substantial Completion. 13.15.1 When Contractor Subject to the provisions of Section 1.13 hereof, "Substantial Completion" shall mean the point in the progress of the Property when construction is sufficiently complete so that no item of work remaining to be Performed would prevent Tenant from using the Property for the purposes contemplated by this Lease. Landlord shall, as construction of the Property nears completion, provide Tenant with advance notice of the approximate date at which Substantial Completion may occur. Then, upon notification by ▇▇▇▇▇▇▇▇ that he considers the Work Property according to the Plans and Specifications as being substantially complete, Tenant and Landlord's engineer (or portions thereof"Engineer") to have achieved Substantial Completion, Contractor shall so notify Project Manager promptly inspect the Property and MSG in writing the Plans and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order Specifications to determine Substantial Completion of whether it is substantially complete. If the Work Engineer reasonably determines and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine Tenant reasonably agrees that the Work has not achieved Substantial Completion Plans and Specifications are substantially complete, he or that previously scheduled Punchlist Items have not been completed, then Contractor she shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, issue a Certificate of Substantial Completion in indicating that substantial completion has been achieved. If Tenant reasonably disagrees or if the form attached hereto as Schedule P that establishes Engineer's inspection discloses any item which prevents a determination of substantial completion ("Major Item"), then Landlord shall complete such item before the date Engineer issues his Certificate of Substantial Completion or call for arbitration as set forth in subparagraph (d). Landlord shall execute and attaches record a Notice of Completion within fifteen (15) days after Substantial Completion of the Punchlist.Work. ▇▇▇▇▇▇▇▇ agrees to furnish in connection with the Engineer's issuance of the Certificate of Substantial Completion, Conditional Lien Waiver and Release Forms Upon Final Payment which conform to Civil Code Section 3262, for work, labor and materials used in performance of this Lease, from Landlord and each subcontractor and supplier that has served a preliminary 20-day notice. Initials ----- -----

Substantial Completion. 13.15.1 § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. As used herein, the Owner’s "intended use" of the Work includes Owner’s ability to occupy and utilize all common areas and amenities for their intended purposes without unscheduled interruptions or interference. Under no circumstances shall the Work or any portion thereof be deemed to be substantially complete unless and until certificates of occupancy and completion governing the Project have been issued by all appropriate governmental authorities having jurisdiction over the Project thereby allowing the intended use of the Work, unless a delay in receiving the final certificate of occupancy is solely and directly caused by Owner or Architect’s actions. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work (or portions thereof) to have achieved designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall so notify Project Manager then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.3.1 The Architect will make up to two (2) inspections to determine Substantial Completion on any portion of the work subject to Owner’s approval. If because of these inspections the Architect determines that the work is not substantially complete, either because of major items not completed or a significant amount of punch list items, successive inspections requested by the Contractor will be charged to the Contractor at the Architect’s then current hourly rate. The Owner shall withhold such compensation from the Contractor and MSG pay such amount to the Architect. The Contract Sum may be adjusted as provided in writing Section 9.7.2. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and prepare Contractor for Project Manager security, maintenance, heat, utilities, damage to the Work and MSG: (a) a Punchlistinsurance; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 fix the time within which the Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon or designated portion thereof unless otherwise provided in the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements Certificate of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the form attached hereto as Schedule P Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. subject to Owner’s right to withhold up to 200% of the estimated value of incomplete Architect Punch List items at its sole discretion. Such payment shall be adjusted for Work that establishes is incomplete or not in accordance with the date requirements of Substantial Completion and attaches the PunchlistContract Documents. The Contractor shall complete the Architect Punch List within thirty (30) days of receipt of the list.

Substantial Completion. 13.15.1 When Contractor considers Substantial Completion shall be the earlier of ---------------------- (i) the issuance of a Temporary Certificate of Occupancy or its equivalent, from the appropriate governmental authority enabling Tenant to install its furnishings and equipment for the entire Leased Premises subject only to an written agreed punch list signed by Landlord and Tenant, or (ii) upon the issuance of a Certificate by the Architect that the cost to complete the Tenant Finish Work will not exceed three percent (3%) of the total cost therefor subject to Tenant being able to install its furnishings and equipment for the entire Leased Premises and a written agreed punch list signed by Landlord and Tenant. Upon completion of the Tenant Finish Work in the Leased Premises, the Landlord, Tenant and Architect shall conduct a final walk-through in such Leased Premises to develop a punch list. Landlord shall give Tenant three (3) business days prior notice of such intended walk-through, and, so long as the intended walk-through is during normal business hours, failure of the Tenant to attend shall not prevent the compilation of the punch list for such Leased Premises by the Architect and Landlord. During or portions thereof) promptly after each such walk-through, the Architect will assign a cost to have achieved Substantial Completioneach item on the punch list, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items certify his figures. If the aggregate cost of the outstanding matters on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections punch list exceeds three percent (3%) of the Work total cost for the Tenant Finish Work, the Leased Premises shall not be deemed to be Substantially Complete, and another walk-through shall be done after another prior notice thereof by MSG, Project Manager and Architect in order to determine Substantial Completion Landlord. If the aggregate cost of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making outstanding matters on such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion punch list is equal to or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements less than three percent (3%) of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order total cost for the Tenant Finish Work for the Leased Premises, Tenant Finish Work shall be deemed to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedbe Substantially Complete. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers the Work (“Substantially Completed” or portions thereof) to have achieved “Substantial Completion” means that (i) Landlord has completed the Base Building/Site Work in accordance with the Final Building and Site Plans and the Finish Work in accordance with the Working Plans, Contractor shall so notify Project Manager except for (x) minor elements of construction or installation that will not unreasonably interfere with Tenant’s use of the Premises, including, without limitation, minor details of construction, or elements of site work or landscaping which, in each case, do not unreasonably interfere with Tenant’s use of the Premises (collectively, “Punch List Items”), and MSG in writing and prepare for Project Manager and MSG: (ay) a Punchlistany part of the Base Building/Site Work and/or the Finish Work that is not completed due to any Tenant Delay; and (bii) Landlord has obtained a schedule valid temporary or permanent certificate of occupancy for completing the Premises, or alternatively, Landlord has completed all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, Base Building/Site Work and/or Finish Work necessary to entitle Landlord to the issuance of a schedule setting forth anticipated dates for inspections temporary or permanent certificate of occupancy other than any Base Building/Site Work and/or Finish Work that is not completed due to any Tenant Delay. If Landlord obtains a temporary certificate of occupancy pursuant to clause (ii) of the preceding sentence, Landlord agrees to obtain a permanent certificate of occupancy as soon as reasonably practicable after the occurrence of the Commencement Date; provided, however, if Landlord has completed all Base Building/Site Work and Finish Work necessary to entitle Landlord to the issuance of a permanent certificate of occupancy, but Landlord has not obtained the permanent certificate of occupancy due to any Alterations undertaken by MSGor on behalf of Tenant or any other action of Tenant or Tenant’s Visitors, Project Manager then Landlord shall be relieved of its obligation to obtain the permanent certificate of occupancy until after Tenant completes all work and/or satisfies all conditions and Architect in order requirements relating to determine the Alteration or action of Tenant or Tenant’s Visitors that are preventing Landlord from obtaining the permanent certificate of occupancy. After Tenant completes such work and/or satisfies such conditions and requirements, Landlord shall, as soon as reasonably practicable thereafter, obtain the permanent certificate of occupancy. If the completion of the Base Building/Site Work and/or Finish Work is delayed due to any Tenant Delays, then the Commencement Date will be deemed to be the date that the Commencement Date would have occurred but for the actual number of days of Tenant Delay. Landlord shall give Tenant notice identifying any Tenant Delay within five (5) Business Days after Landlord obtains Actual Knowledge thereof, and, unless the Tenant Delay is still ongoing at the time of Landlord’s notice to Tenant, such notice shall include Landlord’s good faith estimate of the impact such Tenant Delay had or will have on the Abatement Date, Holdover Rent Date, Termination Outside Date and date of Substantial Completion. If the Tenant Delay is ongoing at the time of Landlord’s notice to Tenant advising Tenant of the Tenant Delay, Landlord shall notify Tenant of Landlord’s good faith estimate of the impact such Tenant Delay had or will have on the Abatement Date, Holdover Rent Date, Termination Outside Date and date of Substantial Completion of within a reasonable period after the Work Tenant Delay ends. At the appropriate time during construction at which Landlord reasonably believes that Substantial Completion will occur within thirty (30) to sixty (60) days, Landlord shall give Tenant notice thereof advising Tenant that Landlord believes that Substantial Completion will occur within thirty (30) to sixty (60) days. If Landlord requests prior to Substantial Completion (which request may be made either prior to or after the notice given to Tenant pursuant to the preceding sentence), Tenant shall reasonably cooperate with Landlord in inspecting the Premises with Landlord (and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall causing its architect to inspect the Work. If, after making such inspection, Architect, Project Manager Premises) to identify and MSG determine that the Work has not achieved Substantial Completion advise Landlord of any incomplete work or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work other items which Tenant believes are necessary to achieve Substantial Completion. Contractor Upon Landlord’s determination that Substantial Completion has been achieved, Landlord shall thereafter notify MSG give Tenant notice thereof. If Tenant objects to any such determination made by Landlord, Tenant shall give Landlord notice, within four (4) Business Days after receiving Landlord’s notice, specifying in reasonable detail why Tenant believes Substantial Completion has not been achieved in accordance with this Section and Project Manager that it considers the Work what work or other items need to be completed in order to achieve Substantial Completion. If Tenant fails to give such a disapproval notice within such four (4) Business Day period, then Tenant shall be deemed to have achieved accepted Landlord’s determination that Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as has occurred. Within fifteen (15) days after Substantial Completion has occurred, Landlord and Tenant shall inspect the Premises together and jointly prepare a list of Punch List Items. Landlord shall promptly (but in no event later than sixty (60) days after the list has been agreed upon, subject to Excusable Delay and except for elements of landscaping or other work that are delayed on account of cold or other adverse weather) complete the Punch List Items. If there is achieved. 13.15.3 When Project Manager, Architect and MSG, on any Base Building/Site Work and/or Finish Work that is not completed at the basis of inspections and otherwise, determine all time of the criteria preparation of the initial list of Punch List Items, Tenant shall have the right, within forty five (45) days after the completion of such work, to request that Landlord inspect such work with Tenant. Within thirty (30) days after receipt of such request, Landlord and Tenant shall inspect such work and jointly prepare a supplemental list of Punch List Items. Landlord shall promptly (but in no event later than sixty (60) days after the list has been agreed upon, subject to Excusable Delay and except for Substantial Completion have been met, and elements of landscaping or other work that are delayed on account of cold or other adverse weather) complete the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistsupplemental Punch List Items.

Substantial Completion. 13.15.1 When Contractor considers the Sublandlord shall use reasonable efforts to cause Sublandlord’s Work to be Substantially Completed (or portions thereofas defined in Section 3(B) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work Sublease), subject to delays caused by MSGForce Majeure (as defined below) and Subtenant Delays (as defined in Paragraph 6 below), Project Manager and Architect in order to determine on or before March 15, 2016 (the “Anticipated Substantial Completion of Date”). If Sublandlord’s Work is not Substantially Completed on or before the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Anticipated Substantial Completion or that previously scheduled Punchlist Items have Date (as extended), the Sublease shall remain in full force and effect; provided: (i) The Sublease Term Commencement Date shall not been completedoccur until Sublandlord’s Work is Substantially Completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified except as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat 6 with respect to a Subtenant Delay; (ii) If Sublandlord does not deliver the Subleased Premises to Subtenant in the Delivery Condition with the Sublandlord Work Substantially Completed by April 15, 2016 (the “First Outside Date”) and such failure to so deliver is not the result of Force Majeure or Subtenant Delay, then for each day thereafter until such time as Substantial Completion is achieved.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 13.15.3 When Project Manager(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, Architect and MSG, on 2016 (the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met“Final Outside Date”), and such failure to so deliver is not the Punchlist Items result of Force Majeure (but the extension on account of Force Majeure shall not exceed 30 days) or Subtenant Delay, then Subtenant shall have been agreed, Project Manager will prepare, upon MSGthe right to terminate this Sublease by written notice to Sublandlord at any time after the Final Outside Date but prior to the date that Sublandlord actually Substantially Completes the Sublandlord’s direction, a Certificate of Substantial Completion Work and delivers the Premises in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistDelivery Condition.

Substantial Completion. 13.15.1 When Contractor considers The Landlord Work shall be deemed to be “Substantially Complete” on the date that (i) all Landlord Work substantially and materially conforms with the Approved Construction Documents (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 Substitution Space (“Punch List Items”)) and (ii) all governmental entities having jurisdiction over the Substitution Space have provided written validations and approvals allowing occupancy by Tenant. Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Except as otherwise provided herein, Landlord shall not be liable or responsible for any claims incurred (or portions thereofalleged) by Tenant due to have achieved any delay in achieving Substantial Completion, Contractor Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: be the resulting postponement (aif any) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSGcommencement of rental payments under the Lease and such other rights as are expressly provided in this Ninth Modification. “Tenant Delay” means any act or omission of Tenant or its agents, Project Manager and Architect in order to determine employees, vendors or contractors that actually delays the Substantial Completion of the Work Landlord Work, including: (i) Tenant’s failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of non-building standard equipment or materials; (iii) changes requested or made by Tenant to previously approved plans and agree upon specifications; or (iv) activities or performance of work in the Punchlist Items Substitution Space by Tenant or Tenant’s contractor(s) during the performance of the Landlord Work, including without limitation, installation of items removed from the Expanded Premises. Landlord hereby agrees to notify Tenant of any anticipated Tenant Delay due to items (i) and (ii) above so that Tenant may decide whether to proceed with such selection or change. To the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved extent Landlord is delayed in achieving Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Landlord Work that Project Managerdue to the immediately preceding sentence, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor such delays shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedalso constitute Tenant Delay. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved “Substantial Completion” or “Substantially Complete” means that Landlord’s Work has been sufficiently completed such that the Premises is suitable for its intended purpose, Contractor shall so notify Project Manager and MSG notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to be performed. Landlord will use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before January 1, 2016. If there is a delay in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Landlord’s Work for any reason neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall the Lease be affected in any way except that the Expansion Date shall not occur until Landlord’s Work is Substantially Complete and agree upon Landlord has delivered possession of the Punchlist Items Expansion Premises in the Required Condition. Notwithstanding the foregoing or any language of the Lease to the contrary, if Substantial Completion of Landlord’s Work is delayed by a Tenant Delay (as defined below), then Tenant shall begin paying Rent as required under the Lease as of the date the Expansion Date would have occurred but for such Tenant Delay. Landlord’s Work shall be performed in a good and workmanlike manner, in accordance with the approved Plans and in conformity with applicable codes and regulation of governmental authorities having jurisdiction over the Building and the schedule for their completion. ArchitectPremises and valid building permits and all other authorizations from appropriate governmental agencies when required, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order be obtained for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedLandlord’s Work. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved The terms “Substantial Completion, Contractor ” and “Substantially Complete” shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSGmean that: (a) a PunchlistLandlord’s Tenant Improvement Work has been completed in accordance with the Final Plans with the exception of insubstantial details of construction, mechanical adjustment, decoration or cosmetic items, the non-completion of which does not materially interfere with Tenant’s use and occupancy of the Premises (collectively, the “Punch List Work”); and (b) a schedule all sanitary, plumbing, electrical, heating, ventilating and air conditioning services to the Premises are operational to the extent necessary to provide reasonably adequate service to the Premises, subject to any Punch List Work necessary to such systems; and (c) Landlord shall deliver the Premises to Tenant with Landlord’s Tenant Improvement Work having been Substantially Completed in accordance with Section 3.3 (a) above, and in such condition as shall permit Tenant to immediately occupy the Premises for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor Tenant’s permitted use under the Lease. Notwithstanding the foregoing, if occupancy is denied by the applicable governmental authority due solely to any item of Tenant’s FF&E Work not then being completed, then Landlord shall developbe deemed to have met the foregoing conditions set forth in (a), (b) and (c) of this Section 3.3, notwithstanding that occupancy is not then available to Tenant. Landlord shall provide to Tenant written notice reasonably in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections advance of the Work by MSG, Project Manager and Architect in order to determine date when Landlord believes Substantial Completion shall occur. Within ten (10) days of the Work and agree upon the Punchlist Items and the schedule for their completion. Architectreceipt of Landlord’s notice of Substantial Completion, Project Manager and MSG Tenant shall inspect the Premises and identify in writing to Landlord the Punch List Work Tenant wishes Landlord to perform. Landlord shall review such list of Punch List Work and confer with Tenant to establish a mutually agreeable list of the Punch List Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor Landlord shall complete or rectify all Punch List Work within thirty (30) days following the elements of the Work that Project Manager, Architect date on which Landlord and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, Tenant agree on the basis list of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistPunch List Work.

Substantial Completion. 13.15.1 When Contractor considers “Substantial Completion” or “Substantially Completed” as used herein shall mean both (i) delivery of a factually correct written notice to Tenant of the Work completion of construction of the Tenant Improvements in the Premises substantially in accordance with the approved T.I. Plans and Specifications with the exception of minor details of construction installation, decoration, or mechanical adjustments and punchlist items, which items will not materially interfere with Tenant’s use of any portion of the Premises for the use set forth in Section 5.1 of this Lease, such notice to be in substantially the form of Attachment “A” hereto, (ii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or portions thereofequivalent), a temporary certificate of occupancy (or equivalent) or other equivalent authorization, or Tenant has occupied and obtained the beneficial use of the Premises, and (iii) the Premises is vacant and broom clean. Substantial Completion shall be deemed to have achieved occurred notwithstanding the requirement to complete “punchlist” items or similar minor corrective work. Tenant agrees that if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any of the 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, Contractor Completion shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSGbe deemed to have occurred the earlier of: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be required to work on an overtime basis. For the purposes of this Work Letter, a “Tenant Delay” is defined as any delay that actually delays Substantial Completion and attaches directly results from: (1) Tenant’s failure to comply with any time frames set forth herein or in the PunchlistLease, (2) any changes in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant’s approval of such stage, including, without limitation, any Change Order or changes made to reduce the Preliminary Pricing Plan or the Estimated Construction Cost, (3) Tenant’s failure to furnish any documents required herein or approve any item or any cost estimates, the Preliminary Pricing Plan, the Estimated Construction Costs or any Change Orders, as required, and within the time frame set forth herein, (4) Tenant’s request for materials, finishes, or installations other than Landlord’s Building Standard items that Landlord previously informed Tenant would delay Substantial Completion and which actually do delay Substantial Completion, (5) Tenant’s failure to timely perform any act or obligation imposed on Tenant by the Lease or this Work Letter as and when requested thereunder or hereunder, (6) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of occupancy (or equivalent); or (7) any other delay otherwise caused by Tenant, its officers, directors, owners, agents, invitees, permittees, employees or contractors which operates to delay Landlord’s Substantial Completion of the Tenant Improvements, as reasonably determined by Landlord.

Substantial Completion. 13.15.1 When Contractor considers The Landlord Work shall be deemed to be “Substantially Complete” with respect to the Seventh Expansion Space on the date that (i) all Landlord Work with respect to the Seventh 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 Seventh Expansion Space) has been performed in accordance with the Approved Construction Documents (as modified by any Change Order approved in writing by Landlord and Tenant), (ii) CPS has obtained all required final inspection approvals and/or necessary certificates allowing occupancy from all applicable authorities, (iii) all Building systems and equipment and that of the Landlord Work are fully tested and operational, and (v) at least thirty (30) days have elapsed after Tenant has been afforded access to all parts of the Seventh Expansion Space for installation of communications cabling, and server and IDF equipment installations (which will be performed concurrently with the Landlord Work). Prior to the Premises (or portions any portion thereof) being delivered to Tenant, a representative of Landlord and a representative of Tenant shall walk through the Premises (or such portion thereof) and jointly prepare a list of minor items which, in the mutual opinion of Landlord and Tenant, have not been fully completed or which require repair (the “Punch List Items”). Landlord shall cause its contractor to complete or repair the Punch List Items within 30 days after the date of the “walk-through”. Tenant shall not be entitled to any abatement of any rental obligations as pertains to the Premises pending completion of the Punch List Items. In the event that Tenant takes possession of any portion of the Premises following the construction of Landlord Work in such portion of the Premises in the absence of having created a punch list, Tenant will be deemed to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) waived its right to create a Punchlist; and (b) a schedule for completing all Punchlist Items on punch list with respect to such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections portion of the Premises and shall be deemed to have accepted such portion of the Premises in its “as is” condition. Time is of the essence in connection with the obligations of CPS and Tenant under this Work Letter. Neither Landlord nor CPS shall be liable or responsible for any claims incurred (or alleged) by MSGTenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the resulting postponement (if any) of the Seventh Expansion Space Commencement Date and the commencement of rental payments for the Seventh Expansion Space under the Eleventh Modification. “Tenant Delay” means any act or omission of Tenant or its agents, Project Manager and Architect in order to determine employees, vendors or contractors that actually delays the Substantial Completion of the Work Landlord Work, including: (i) Tenant’s failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of long-lead equipment or materials; (iii) changes requested or made by Tenant to previously approved plans and agree upon specifications; or (iv) performance of work in the Punchlist Items and Premises by Tenant or Tenant’s contractor(s) during the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements performance of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedLandlord Work. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers § 9.8.1 Substantial Completion is the stage in the progress of the Work when (i) the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work (or portions a designated portion thereof) for its intended use (ii) all remaining Punch List items can reasonably and ordinarily be expected to be completed within thirty (30) days and (iii) all necessary governmental approvals of the Work including, without limitation, a Temporary Certificate of Occupancy (having terms acceptable to the Owner in its sole discretion) have achieved been received. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect and Owner a comprehensive list of items to be completed or corrected prior to final payment (as modified in accordance with Section 9.8.3 below, the “Punch List”). Failure to include an item on such Punch List does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall so notify Project Manager and MSG in writing and prepare then submit a request for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of another inspection by the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of Completion. § 9.8.4 When the Work and agree upon or designated portion thereof is substantially complete, the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, prepare a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Final Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and attaches Contractor for their written acceptance of responsibilities assigned to them in the PunchlistCertificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of 4% of the retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor " shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSGoccur 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 Punchlistcertificate of occupancy (or a temporary permit, as applicable) has been issued by the applicable governmental authority which allows Tenant the legal right to occupy and conduct its day-to-day business in the Premises; and (be) the Premises have been thoroughly cleaned and all debris and construction materials have been removed. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping, and mechanical adjustments remain to be completed by Landlord. Tenant shall prepare and deliver to Landlord a schedule punch list of incomplete, minor, detail items within thirty (30) days after Substantial Completion and Landlord shall use all reasonable efforts to complete such items within thirty (30) days thereafter, except as to such items that, by their nature, will take a longer period to complete as set forth in the 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, 2008 (which date shall be extended to a later date by one day for completing all Punchlist Items on each day of force majeure or Tenant Delay, and one day for each day after August 1, 2008, this Lease is fully executed (such Punchlist. 13.15.2 Contractor extension being referred to as the “SC Extension”)) for any reason, then as Tenant’s sole remedies: (i) Landlord shall developreimburse Tenant for the holdover portion of rent Tenant pays in connection with its existing leased premises to Tenant’s existing landlord, in conjunction with MSG not to exceed $834.57 per day (the “Holdover Reimbursement”) for each day that the Improvements were not Substantially Complete after November 15, 2008 (subject to the SC Extension, if any); and Project Manager(ii) at such time as Base Rent is payable under this Lease, a schedule setting forth anticipated dates Tenant’s Base Rent shall be abated one day for inspections of each day that the Work Improvements were not Substantially Complete after November 15, 2008 (subject to the SC Extension, if any); and (iii) if the Improvements are not Substantially Complete by MSGFebruary 15, Project Manager 2009 (subject to the SC Extension, if any), then Tenant shall have the right to terminate this Lease upon written notice to Landlord given at any time thereafter and Architect in order prior to determine Substantial Completion of the Work and agree upon Improvements. If Tenant elects the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completedtermination remedy in subsection (iii) above, then Contractor Landlord’s obligation to pay the Holdover Reimbursement shall complete or rectify the elements cease effective as of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion termination (provided that Landlord’s obligation to pay any accrued Holdover Reimbursement shall survive such termination) and attaches Tenant shall have no right to recover the Punchlistvalue of the abated rent under subsection (ii) above.

Substantial Completion. 13.15.1 When Contractor considers The “Substantial Completion Date” shall be the date that (i) Landlord, its architect, engineer or construction manager determines that Landlord’s Work has been completed, except for (1) finishing details, minor omissions, mechanical adjustments, and similar items of the type customarily found on an architectural punch-list (the “Punch-List Items”), the correction or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager completion of which will not substantially interfere with Tenant’s occupancy and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlistuse of the Premises; and (b2) trade fixtures, workstations, telecommunications or computer cabling or built-in furniture or equipment to be installed by Tenant (“Substantial Completion”) and (ii) Tenant is legally permitted to occupy the Premises (as evidenced by a schedule temporary or final certificate of occupancy, or final inspection and sign-off on the job card for Landlord’s Work, or reasonable equivalent); provided, however, (i) if Landlord is delayed in completing all Punchlist Items Landlord’s Work or in delivering possession of the Premises to Tenant as a result of any Tenant Delay, the Substantial Completion Date shall be deemed to have occurred on the date the Substantial Completion Date would have occurred in the absence of such Punchlist. 13.15.2 Contractor Tenant Delay, as reasonably determined by Landlord or Landlord’s architect; and (ii) if Tenant takes possession and commences business operations in the Premises prior to the Substantial Completion Date, the Substantial Completion Date shall developbe deemed to have occurred on the date Tenant commences business operations in the Premises. Tenant shall be responsible for and shall pay any costs and expenses incurred by Landlord in connection with, or as a consequence of, any Tenant Delay. As used in conjunction with MSG this Lease, the term “Tenant Delay” means a delay in the completion of Landlord’s Work or the delivery of possession of the Premises to Tenant, to the extent caused by the act, omission, neglect or failure of Tenant or any of Tenant’s agents, employees, contractors or subcontractors, including, without limitation, to the extent caused by Change Order Requests. THIS CONFIRMATION AGREEMENT is entered into as of , 20 by and Project Managerbetween CarrAmerica Realty Corporation, a schedule setting forth anticipated dates for inspections Maryland corporation (“Landlord”), and Pericom Semiconductor Corporation, a California corporation (“Tenant”), with respect to that certain Lease dated as of October 27, 2003 (the “Lease”) respecting certain premises (the “Premises”) located in the building known as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. Pursuant to Section 1.A of the Work by MSGLease, Project Manager Landlord and Architect in order to determine Substantial Completion of the Work Tenant hereby confirm and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or Commencement Date (as defined in the Lease) is , 20 and that previously scheduled Punchlist Items have not been completedthe Termination Date (as defined in the Lease) is , then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion20 . Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been metThis Confirmation Agreement supplements, and shall be a part of, the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistLease.

Substantial Completion. 13.15.1 When Contractor considers Substantially completed" and "substantial ---------------------- completion" shall mean the date when Landlord's Work, except for work then remaining to be done, if any, consisting of minor "punchlist item" shall have reached that stage of completion such that Tenant could either use and occupy the Premises or complete Tenant's Work (without substantial interference by reason of those items still required to complete Landlord's Work and Landlord obtains a certificate of occupancy permitting Tenant to use the Premises for the uses permitted herein. If a temporary certificate of occupancy is issued subject to conditions which require the completion of Landlord's Work, Landlord shall with reasonable diligence complete such work and satisfy such conditions. Subject to the above, the taking of possession of the Premises or any portion or portions thereof by Tenant following Tenant's receipt of notice from Landlord of substantial completion of Landlord's Work in respect thereof, or otherwise, shall be conclusive evidence that substantial completion was, in fact, achieved, but Tenant shall have forty-five (45) days after Tenant's receipt of Landlord's notice of substantial completion to give Landlord notice of any "punch list" items remaining to be completed. In the event that any requests for changes or additions in Landlord's Work are made by Tenant and approved by Landlord, which approval shall not be unreasonably withheld, and such requests extend the estimated time for substantial completion of Landlord's Work, such estimate to be determined solely by Landlord or Landlord's contractors or subcontractors hired to perform said required work, then for the purposes hereof, Landlord's Work shall be deemed to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on been substantially completed at such Punchlist. 13.15.2 Contractor shall developtime as, in conjunction with MSG and Project Managerthe sole reasonable judgment of Landlord or said contractors or said subcontractors, a schedule setting forth anticipated dates Landlord's Work would have been substantially completed except for inspections the delay caused by or in any manner related to the requests of Tenant made as aforesaid. Notwithstanding the Work by MSGforegoing, Project Manager and Architect in order the event that Tenant shall commence day-to-day operations in the Premises prior to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the when Landlord's Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been substantially completed, then Contractor for all purposes of this Lease, Landlord's Work shall complete or rectify be deemed to have been substantially completed on the elements date Tenant commenced such day-to-day operations in the Premises. Tenant acknowledges that the Premises are currently occupied by another tenant who is obligated to vacate the Premises by no later than January 31, 1998. Except as herein expressly set forth, Landlord shall incur no liability for its failure to deliver possession of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.Premises

Substantial Completion. 13.15.1 When Contractor considers (1) If the Work (Condominium is completed so as to permit access thereto and the Purchased Home has been finished so as to permit occupancy thereof in accordance with the minimum standards required by the Approving Authority, the Purchased Home shall be deemed to be substantially completed for all purposes of this Purchase Agreement, notwithstanding that there remains any other work to be completed in the Purchased Home, or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlistany other Unit or common areas of the Condominium or the Building. 13.15.2 Contractor (2) Except where the Purchaser and the Vendor have agreed that the Purchaser shall develop, in conjunction with MSG be responsible for certain conditions of occupancy and Project Manager, a schedule setting forth anticipated dates for inspections subject to paragraph 9 of the Work by MSGAddendum, Project Manager and Architect in order the Purchased Home shall be deemed to determine Substantial Completion be substantially completed when the interior work of the Work and agree upon Property has been finished to the Punchlist Items and minimum standards allowed by the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine Approving Authority so that the Work Property may be lawfully occupied notwithstanding that there remains other work within the Purchased Home and/or the common elements to be completed which has not achieved Substantial Completion been completed or any such areas are not available for occupancy. Except where the Purchaser is responsible (pursuant to an express written agreement) for certain conditions of occupancy, the Purchaser shall not occupy the Purchased Home until the Approving Authority has permitted same or consented thereto, if such consent is required. (3) In respect of the Occupancy of the Purchased Home, the Purchaser shall only require the documentation set out in Section 9 of the Addendum and shall not call for the production of any other certificate issued by any Approving Authority in respect of such Occupancy. The Purchaser acknowledges that previously scheduled Punchlist Items have not been completed, then Contractor shall failure by the Vendor to complete or rectify the common elements of the Work Condominium or other Units in the Condominium before either the Firm Occupancy Date or the Closing Date, shall not be deemed to be a failure to substantially complete the Purchased Home and that Project Managerthe Purchaser shall not be entitled to maintain any holdback of any part of the Purchase Price for completion of the common elements or the Purchased Home, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistnor be entitled to any payment or other compensation with respect thereto.

Substantial Completion. 13.15.1 When Contractor considers The date that Landlord Substantially Completes Phase II of Landlord’s 20th/21st Floor Work shall be deemed the Work “Substantial Completion Date”. For the purposes of the Original Lease, as amended by this Amendment (or portions thereof) to have achieved including without limitation this Exhibit B-2), the term “Substantial Completion” shall mean that, Contractor 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 so notify Project Manager materially interfere with Tenant’s use of the 20th/21st Floor Space, or items of work which, in accordance with good construction practice, should be completed after the completion of other work to be performed in the 20th/21st Floor Space (collectively, “Punch-List Items”), the Landlord’s 20th/21st Floor Work shall have been completed substantially in accordance with the Final Plans and MSG 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 and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine that Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Landlord’s 20th/21st Floor Work has not achieved occurred, subject to any Punch-List Items to be completed (it being agreed however, that (i) if Tenant shall contend that such Substantial Completion or that previously scheduled Punchlist Items have has not been completedin fact occurred, then Contractor shall complete or rectify the elements of the Work that Project ManagerTenant, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes within three (3) Business Days after the date of such inspection (with time of the essence) shall provide notice to Landlord, in reasonable detail, specifying why Tenant contends that such Substantial Completion (subject to completion of Punch-List Items) has not occurred, failing which Tenant shall be deemed to have acknowledged that such Substantial Completion has occurred and attaches (ii) failure or refusal by Tenant’s Agent so to acknowledge that Substantial Completion of the PunchlistLandlord’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 particular date (the “Identified Date”) but for delays resulting from Tenant Delay and/or Unavoidable Delay, then notwithstanding such delays in achieving Substantial Completion, the Substantial Completion Date shall have been deemed to have occurred on the Identified Date.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved “Substantial Completion” of construction of the Tenant Improvements shall be defined as the date upon which the Space Planner or other consultant engaged by Landlord determines that the Tenant Improvements have been substantially completed in accordance with the Final Plans except for Punch List items (defined below), Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: unless the completion of such improvements was delayed due to any Tenant Delay (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developdefined below), in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes which case the date of Substantial Completion shall be the date such improvements would have been completed, but for the Tenant Delays. The term “Punch List” items shall mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant’s use of the Leased Premises. Landlord shall complete all punchlist items as soon as reasonably practicable following Substantial Completion. After the completion of the Tenant Improvements, Tenant shall, upon demand, execute and attaches deliver to Landlord a letter of acceptance of improvements performed on the PunchlistLeased Premises. The term “Tenant Delay” shall include, without limitation, any delay in the completion of construction of Tenant Improvements resulting from (i) Tenant’s failure to comply with the provisions of this Work Letter, (ii) any additional time as reasonably determined by Landlord required for ordering, receiving, fabricating and/or installing items or materials or other components of the construction of Tenant Improvements, including, without limitation, mill work, (iii) delay in work caused by submission by Tenant of a request for any change order (defined below) following Tenant’s approval of the Final Plans, or for the implementation of any change order, or (iv) any delay by Tenant in timely submitting comments or approvals to the Temporary Plans or Final Plans. The failure of Tenant to take possession of or to occupy the Leased Premises shall not serve to relieve Tenant of obligations arising on the Commencement Date or delay the payment of Rent by Tenant.

Substantial Completion. 13.15.1 When Contractor considers § 9.8.1 The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8 when the Work is sufficiently complete in accordance with the Design-Build Documents so the Owner can take Beneficial Occupancy of the Project. Substantial Completion shall be determined by the Owner, its architect and consultants upon request by the Contractor in accordance with the Contract Documents. The good faith and reasonable determination of Substantial Completion by the Oner and it consultants shall be controlling and final. § 9.8.1.1 Beneficial Occupancy Notwithstanding any common law principal to the contrary or otherwise, occupancy by the Owner shall be “beneficial” when occupancy for the intended purpose is fully usable, safe and convenient, considering all visual, sound, odor and aesthetic factors; the Project is weather-tight and fully functional; all portions of the Project, including finishes, painting, hardware, services, systems, and utilities are complete and fully operational; commissioning of all systems has been completed; and any remaining punchlist work may be conveniently and effectively performed at times other than during business hours of the Owner. Notwithstanding the foregoing, the Design-Builder shall not be required to exceed the requirements of the Contract Documents to achieve Beneficial Occupancy. § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder’s list, the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner’s inspection discloses any item, whether or not included on the Design-Builder’s list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another inspection by the Owner to determine Completion. § 9.8.4 If the Design-Builder requests determination of Substantial Completion and it is determined by the Owner that the Work does not then justify certification of Substantial Completion and re-inspection is required at a § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will prepare for the Owner’s signature a Certificate of Substantial Completion that shall, upon the Owner’s signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the 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 or the Design-Build Documents. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner’s acceptance, and consent of surety, if any, the Owner shall record a Notice of Completion (NOC) and make payment of retainage applying to the Work or portions designated portion thereof) . Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents, in accordance with the provisions of Public Contract Code section 7107. § 9.8.7 The Design-Builder shall not be deemed to have achieved Substantial CompletionCompletion under the Design-Build Documents unless (1) Design-Builder has completed the Work in strict accordance with the Design-Build Documents, Contractor shall so notify Project Manager (2) Design-Builder has completed the Work to such an extent that any furniture, fixtures, and MSG in writing equipment to be installed by Owner is able to be properly and prepare for Project Manager completely installed, and MSG: (3) Design-Builder has obtained (a) a Punchlist; approvals from all applicable governmental authorities, and (b) a schedule final Certificate of Occupancy (COO) such that Owner can fully use the work of improvement for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developits intended purpose, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates including the ability to apply for inspections applicable licensing of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedfacility. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers The Facility or a system within the Facility ---------------------- shall be substantially complete when (i) construction of the Facility or of such system shall have been sufficiently completed in accordance with the Contract Documents and temporary occupancy permits have been issued, so COMPANY can occupy or utilize the Facility or such system for the use for which it is intended, (ii) all Construction Work (or portions thereofincluding Punch List items as described in Section 15.2.1, other than minor cosmetic matters which do not require the shut -------------- down of any system to correct) to shall have achieved Substantial Completionbeen completed in accordance with the Contract Documents, Contractor (iii) CONTRACTOR shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; have fully performed its obligations under Article 24 hereof, and (biv) a schedule the System Performance Test (as defined in ---------- Article 25) for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor system shall develophave been completed pursuant to Article 25. ---------- ---------- CONTRACTOR shall give COMPANY written notice at least sixty (60) days prior to the dates when each system and each Construction Phase within the Facility and when the entire Facility shall have been substantially completed, in conjunction with MSG except for conducting the System Performance Test for such system, and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG COMPANY'S Representative or Inspector shall inspect the Construction Work. If, after making such inspection, Architect, Project Manager and MSG determine If COMPANY'S Inspector confirms that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completedsystem within the Facility is ready for the System Performance Test, then Contractor the parties shall complete or rectify prepare for and conduct the elements System Performance Test. Substantial completion of any system within the Facility shall not have occurred until after completion of the Work System Performance Test for such system and after CONTRACTOR shall have fulfilled all of its obligations with respect to the System Performance Test for such system. COMPANY agrees to start the System Performance Test for each system within a reasonable period of time after CONTRACTOR turns such system over to COMPANY for testing, except that Project Managerif COMPANY is prevented from doing so by any cause or causes for which CONTRACTOR is responsible, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor then said reasonable period of time shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until be extended by such period of time as is attributable to such cause or causes. Substantial Completion is achieved. 13.15.3 When Project Manager, Architect completion of the Facility shall not have occurred until after completion of the System Performance Tests for all systems constituting the Facility and MSG, on the basis of inspections and otherwise, determine after CONTRACTOR shall have fulfilled all of its obligations with respect to the criteria System Performance Tests for Substantial Completion have been met, and all systems constituting the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistFacility.

Substantial Completion. 13.15.1 When Contractor considers The Project shall be deemed "Substantially Completed" (sometimes herein "Substantially Completed" or "Substantial Completion") when all of the following conditions and requirements have been met: (a) Landlord shall have substantially completed construction of the Building Shell and the Tenant Improvement Work (or, if applicable, a portion thereof) and shall have provided to Tenant the Building Architect's certificate (and with respect to the Tenant Improvement Work the certificate of Tenant's interior space designer) that the Building Shell and the Tenant Improvement Work are sufficiently complete in accordance with the Building Shell Description, the Building Plans and/or the Tenant Improvement Plans so that the Project can be utilized by Tenant for its intended purpose [except for items of minor "punch list" work, the completion of which will not materially affect the use of the Project for its intended purpose(s)]. At least ten (10) business days prior to substantial completion of any portion or portions of the Project, Landlord shall advise Tenant, the Building Architect and Tenant's interior space designer of the fact that same is sufficiently complete to allow the inspection thereof for purposes of completing the punch list. Promptly thereafter, Tenant, Landlord, the Building Architect and Tenant's interior space designer shall jointly complete an inspection of the Project (or applicable portions thereof) and shall complete a written listing (punch list) of items to have achieved Substantial Completionbe finished or completed by Landlord [which Landlord agrees to complete as soon as reasonably possible following the completion of said punch-list but not later than thirty (30) days following the Commencement Date] [provided, Contractor however, that if in order to complete a punch list item a long lead time type item is reasonably required (such as special order wall covering) and said punch list item cannot be reasonably completed within such time period without said long lead time item [(and Landlord has advised Tenant of said fact, in writing, within ten (10) business days of receipt of the punch-list and placed any necessary order within said ten (10) day period], then the time within which that specific punch-list item is to be completed shall so notify Project Manager be extended day for day for the period between the date such long lead time type item was ordered and MSG in writing the date such item is received (and prepare for Project Manager Landlord and MSG: (a) a Punchlist; and the contractors shall use all reasonable efforts to obtain any long lead time items at the earliest reasonably practicable date)]; (b) a schedule for completing Landlord shall have delivered or caused to be delivered all Punchlist Items on such Punchlist.parking and access areas in the Lot 1B RUA and in the other Common Property (including the Lots 1A and 1C Restricted Use Areas) Substantially Completed; 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections (c) issuance of an occupancy permit(s) by cognizant governmental authorities which permits legal occupancy of the Work by MSG, entire Project Manager or all material portions thereof [and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 regard both Landlord and Tenant shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Managertimely take all steps reasonably required of them by said authorities prerequisite to the issuance of said permit(s), Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been metif any, and failure of either to do so shall be deemed a (Landlord) delay and/or a Tenant Delay, as applicable; provided, however, to the Punchlist Items have been agreedextent that any such authority requests that Tenant take any step which, Project Manager will prepareunder the terms of this Lease, upon MSG’s directionis the responsibility of Landlord, such request shall be deemed a Certificate request of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistLandlord].

Substantial Completion. 13.15.1 When Contractor considers The Tenant Finish Work shall be deemed to be substantially completed on the Work date (or portions thereofthe “Substantial Completion Date”) that Landlord delivers to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: Tenant (ai) a Punchlist; copy of an architect’s certificate (the “Architect’s Certificate”) of substantial completion indicating that the Tenant Finish Work has been completed in accordance with the Plans and Specifications, subject to identified “punch-list” items which do not materially affect Tenant’s ability to use the Building and Improvements for the purpose of conducting its normal business operations or for the purpose of completing the installation of its fixtures and equipment (the “Punch List Items”), and (bii) a schedule certificate of occupancy or equivalent authorization from local governmental authorities authorizing occupancy of the Building and Improvements for their intended purposes (provided; however, that a temporary or conditional certificate of occupancy or equivalent authorization will suffice if the remaining incomplete work or conditions do not prevent occupancy of the Building and Improvements and are either included in the scope of the Punch List Items or represent work that Tenant is responsible for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developunder the Lease). Subject to Tenant Delays, in conjunction with MSG Force Majeure and Project Managerthe other terms and conditions of this Lease, a schedule setting forth anticipated dates for inspections of Landlord estimates that the Work by MSG, Project Manager and Architect in order to determine Substantial Completion Date to occur on or before June 15, 2022 (“Scheduled Completion Date”). For purposes of the Work this Lease, “Tenant Delays” shall mean any delay which is caused or contributed to by Tenant, or those acting by, for or under Tenant, including, without limitation, any failure by Tenant to approve proposed plans and specifications on a timely basis, any failure of Landlord and Tenant to agree upon and approve the Punchlist Items Plans and Specifications on or before the schedule for their completionPlan Approval Date, or any delay resulting from any revisions that Tenant proposes to the Plans and Specifications and/or any Change Order(s) requested by Tenant. ArchitectUpon an event of Force Majeure or any Tenant Delays, Project Manager and MSG the Scheduled Completion Date shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order be extended for the Work period of any delay attributable to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedevent of Force Majeure or Tenant Delay. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers Subject to the Work (or portions thereof) provisions of Section 35, Landlord shall use its reasonable efforts to have achieved Substantial Completion“substantially complete” the Premises by the Target Date, Contractor provided that the Target Date shall so notify Project Manager and MSG in writing and prepare be extended for Project Manager and MSGthe number of days that Tenant fails to satisfy its obligations under Section 35. “Substantially complete” means that: (ai) a Punchlist; the construction of the improvements described in Section 35, including Building Systems, has 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 (biv) a schedule the Premises are ready for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor installation of any equipment, furniture, fixtures or decoration that Tenant will install. Landlord shall developkeep Tenant advised as to its progress with regard to “substantially completing” the Premises by the Target Date. Notwithstanding the foregoing, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections the requirements of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG subsection (ii) shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine be deemed satisfied if all of the criteria other subsections have been satisfied and the government approval is delayed solely as a result of either (x) the installation of furniture, 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 “Outside Completion Date”), then an abatement equal to one day of Base Rent for every day after the Outside Completion Date that Substantial Completion have been metfails to occur. Notwithstanding the foregoing, if a Tenant Caused Delay (below defined) shall occur, and as a result thereof substantial completion of the Punchlist Items Premises shall not occur by the Target Date, then and in such event the Commencement Date shall be deemed to be the date that substantial completion of the Premises would have been agreedoccurred (but in no event prior to the Target Date or later than July 1, Project Manager will prepare, upon MSG’s direction2009) in the absence of the Tenant Caused Delay. For purposes hereof, a Certificate Tenant Caused Delay shall occur on a day for day basis for each day of Substantial Completion delay in the form attached hereto as Schedule P that establishes substantial completion of the date 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 Substantial Completion and attaches county code review) construction design drawings for the PunchlistPremises 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 three (3) business days after its receipt of a written request therefor; or (iv) Tenant’s written direction to “stop-work” at the Premises.

Substantial Completion. 13.15.1 When Contractor considers SUBSTANTIAL COMPLETION" shall occur when each of the Work (or portions thereof) to have achieved 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, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; the Premises may be lawfully occupied; and Landlord has tendered to Tenant physical possession thereof. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping, and mechanical adjustments remain to be completed by Landlord. Tenant shall prepare and deliver to Landlord a punch list of incomplete, minor, detail items within thirty (b30) 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 schedule longer period to complete as set forth in the punch list. The "TARGET DATE" for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completionImprovements is May 19, 2000. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as If Substantial Completion is achieved. 13.15.3 When Project Managerdelayed because of (a) any acts of a Tenant Party, Architect and MSG(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 basis date which it would have occurred but for such event. Each day of inspections and otherwisedelay in Substantial Completion caused by the events described in clauses (a), determine all (b) or (c) of the criteria for Substantial Completion have been met, and preceding sentence or by a Tenant Party is herein called a "TENANT DELAY DAY". If the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate actual date of Substantial Completion in is delayed beyond the form attached hereto as Schedule P that establishes Target Date, then Landlord shall have no liability therefor and the date of Substantial Completion and attaches shall be extended by the Punchlistperiod of any such delay. This Lease shall remain in full effect notwithstanding any delay in Substantial Completion.

Substantial Completion. 13.15.1 When Contractor considers Landlord shall use commercially reasonable efforts to cause the Landlord’s Work to be “substantially completed” on or before (i) the scheduled date of completion of the Premises set forth in the approved Construction Schedule with respect to the Landlord’s Work (the scheduled Completion Date”), subject to delays caused by strikes, lockouts, boycotts or portions thereofother labor problems, casualties, discontinuance of any utility or other service required for performance of the Landlord’s Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Landlord’s Work or any other matter beyond the control of Landlord (or beyond the control of Landlord’s contractors or subcontractors performing the Landlord’s Work) and also subject to have achieved Substantial Completion“Tenant Delays” (as defined and described in Paragraph 6 of this Work Letter). The Landlord’s Work shall be deemed to be “substantially completed” for all purposes under this Work Letter and the Lease if and when Landlord’s architect issues a written certificate to Landlord and Tenant, Contractor shall so notify Project Manager certifying that the Landlord’s Work has been substantially completed (i.e., completed except for “punchlist” items listed in such architect’s certificate) and MSG reasonably approved by Tenant in writing substantial compliance with the Working Drawings and prepare for Project Manager and MSG: Landlord has obtained a certificate of occupancy or “signed off’ job cards with respect to the respective portion of the Landlord’s Work. If the applicable portion of the Landlord’s Work is not deemed to be substantially completed on or before the scheduled Commencement Date (a) a Punchlist; and Landlord agrees to use reasonable efforts to complete the Landlord’s Work as soon as practicable thereafter, (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor the Lease shall developremain in full force and effect, (c) Landlord shall not be deemed to be in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections breach or default of the Lease or this Work by MSGLetter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, Project Manager abatement of Rent or otherwise), and Architect (d) except in order the event of Tenant Delays, and notwithstanding anything contained in the Lease to determine Substantial Completion the contrary, the Commencement Date of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements Lease Term as specified in Section 1.5 of the Lease shall be extended to the date on which the Landlord’s Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work is deemed to achieve Substantial Completionbe substantially completed. Contractor shall thereafter notify MSG and Project Manager that it considers the Work Landlord agrees to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine use reasonable diligence to complete all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion punchlist work listed in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistaforesaid architect’s certificate promptly after substantial completion.

Substantial Completion. 13.15.1 When Contractor considers Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work and Tenant’s N3 Work, as applicable, shall be deemed to be substantially complete if such work is completed in compliance with the Building N2 Plans or Building N3 Plans, as applicable, and all applicable laws and regulations, subject only, following Tenant’s inspection thereof, to adjustments, cosmetic finishing work or “punch list” items for such work remaining incomplete. By no later than ten (10) days after Landlord notifies Tenant of its completion of Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work or Tenant’s N3 Work, as applicable, the Tenant shall inspect such work and furnish to the Landlord a punch list of such items of construction which are then incomplete or defective and which require correction by the General Contractor. The Landlord agrees to use its commercially reasonable efforts to cause such punch list items to be corrected within thirty (or portions thereof30) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections days of receipt of the Work by MSGpunch list, Project Manager and Architect in order to determine Substantial Completion or such longer period as is reasonably required if the nature of the corrective work cannot be performed within thirty (30) days. If the Building N2 Work and agree upon or the Punchlist Items and the schedule Building N3 Work, as applicable, is delayed for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements any of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process reasons set forth in parts (i) through (v) below (each, a “Tenant Delay”), the Building N2 Work or the Building N3 Work, as applicable, shall be deemed to have been substantially completed at the time it would have been completed if not for such delay: (i) a material default or delay in meeting a deadline by Tenant under the terms of this Section 13.15.2 Lease; (ii) changes to any of Building N2 Plans or the Building N3 Plans requested by Tenant after approval of same by Landlord (which delay shall repeat until be identified by Landlord at the time of Landlord’s approval); (iii) a request by Tenant for materials, fixtures or installations other than those in Landlord’s building standard or those contained in the Building N2 Plans or Building N3 Plans, as applicable, or as set forth in Exhibit G-1 or Exhibit G-2 (which request shall be identified by Landlord at the time of Landlord’s approval); (iv) the performance of any work or installations by Tenant or by contractors hired by Tenant; or (v) any other act or omission caused by or on behalf of Tenant, its contractors, agents, servants or employees which delay the construction, including the failure of Tenant to have used commercially reasonable efforts to cooperate in reaching the specified benchmarks by the applicable deadlines set forth in the Master Timeline or the Building N3 Master Timeline as applicable, but excluding any bona fide action by Tenant exercising its expressly granted rights pursuant to the terms of this Lease which has the effect of causing such time a delay. If the Building N2 Work or the Building N3 Work, as Substantial Completion applicable, is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all delayed for any of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s directionreasons set forth in parts (i) through (v) below (each, a Certificate of Substantial Completion “Landlord Delay”) such that the said Work is not complete by forty-five (45) days after the completion date for such work as set forth in the form attached hereto Building N2 Master Timeline with respect to the Building N2 Work and with respect to the Building N3 Work, the completion date for such work as Schedule P that establishes set forth in the date Building N3 Master Timeline, Tenant shall be granted a one (1) day credit of Substantial Completion and attaches Annual Fixed Rent (calculated based on 61,895 rental rentable square feet) for each one (1) day of Landlord Delay beyond such forty-fifth (45th) day, such credit to be immediately applicable to any Annual Fixed Rent due Landlord from Tenant (i) a material default or delay in meeting a deadline by Landlord under the Punchlistterms of this Lease; (ii) changes to any of Building N2 Plans or the Building N3 Plans requested by Landlord after approval of same by Landlord; (iii) a request by Landlord for materials, fixtures or installations other than those contained in the Building N2 Plans or Building N3 Plans, as applicable, or as set forth in Exhibit G-1 or Exhibit G-2 or (iv) any other act or omission caused by or on behalf of Landlord, its contractors, agents, servants or employees which delay the construction, including the failure of Landlord to have used commercially reasonable efforts to cooperate in reaching the specified benchmarks by the applicable deadlines set forth in the Master Timeline, but excluding any action by Landlord exercising its rights pursuant to the terms of this Lease.

Substantial Completion. 13.15.1 When Contractor considers the Work The Tenant Improvements (or portions applicable portion thereof) shall be deemed “Substantially Complete” (and “Substantial Completion” shall be deemed to have achieved Substantial Completionoccurred) upon the date upon which (i) construction of the Tenant Improvements in the Premises has been substantially completed pursuant to the Construction Documents, Contractor shall so notify Project Manager with the exception of any minor punch list items and MSG any Tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant, and (ii) either (A) Landlord’s architect has certified in writing and prepare for Project Manager and MSG: that the Tenant Improvements (aor applicable portion thereof) are Substantially Complete and/or (B) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections temporary or permanent certificate of occupancy or other equivalent approval from the local governmental authority has been issued permitting occupancy of the Work by MSGPremises (or applicable portion thereof), Project Manager and Architect such as sign off on the building inspection cards. If there shall be a delay in order to determine Substantial Completion of the Work and agree upon Tenant Improvements as a result of: (a) Tenant’s request for materials, finishes or installations other than those readily available; (b) Tenant’s request to deviate from the Punchlist Items and Building Standard Improvements; (c) Tenant’s changes in the schedule for their completion. ArchitectSpace Plan or Construction Documents after approval by Tenant; (d) Tenant’s failure to 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 foregoing, Project Manager and MSG a “Tenant Delay”), then the Commencement Date of the Term of this Lease shall inspect be the Work. If, after making such inspection, Architect, Project Manager and MSG determine date that the Work has Tenant Improvements would have been Substantially Complete but for such Tenant Delay, as reasonably determined by Landlord. The Tenant Improvements shall be deemed Substantially Complete notwithstanding the fact that minor details of construction, mechanical adjustments or decorations that do not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements materially interfere with Tenant’s use and enjoyment of the Work that Project Manager, Architect and MSG identified Premises remain to be performed (items normally referred to as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved“punch list” items). 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor At such time as Sublandlord considers the Work (Subtenant Improvements to be substantially completed, Sublandlord or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) Sublandlord’s representative will schedule a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections walk-through of the Work Sublease Premises with Subtenant or Subtenant’s representative. During such walk-through, Sublandlord or Sublandlord’s representative along with Subtenant or Subtenant’s representative will prepare a list of minor finish-out and punch list items to be completed (the “Punch List”). Sublandlord shall cause Sublandlord’s Contractor to complete and/or correct all items on the Punch List promptly after Sublandlord receives the Punch List and shall give Subtenant written notice when all of the items on the Punch List have been completed and/or corrected. Any items not on the Punch List which could have, with reasonable diligence, been discovered by MSGSubtenant or Subtenant’s representative and included on the Punch List shall be deemed accepted by Subtenant, Project Manager and Architect in order to determine any items not on the Punch List which could not have, with reasonable diligence, been discovered by Subtenant or Subtenant’s representative and included on the Punch List and are thereafter discovered by Subtenant within thirty (30) days after Substantial Completion shall be corrected by Sublandlord’s Contractor promptly after Sublandlord receives notice of the Work and agree upon the Punchlist Items and the schedule same from Subtenant. If Subtenant and/or Subtenant’s representative fails to appear for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, ArchitectSubtenant shall be deemed to have agreed that no items exist that are incomplete or require correction which could have, Project Manager with reasonable diligence, been discovered by Subtenant or Subtenant’s representative had Subtenant and/or Subtenant’s representative appeared at the inspection, and MSG determine that the Work therefore Subtenant Improvements has been completed and Sublandlord shall not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall be required to complete or rectify correct any such items which may in fact exist; or at Sublandlord’s election, Sublandlord or Sublandlord’s representative may prepare and approve the elements Punch List on Subtenant’s behalf. Subtenant Improvements (which for purposes of determining substantial completion may exclude, at Sublandlord’s election, any Additional Work) shall be considered “Substantially Complete” for all purposes under this Exhibit TI and the Sublease when: (i) the applicable governmental authority issues a temporary or permanent certificate of occupancy for the Sublease Premises, or (ii) Subtenant first takes occupancy of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order Sublease Premises for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedconduct of its business, whichever first occurs. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers The Base Building Work and Tenant Improvements shall be deemed substantially completed (hereinafter, "SUBSTANTIALLY COMPLETED" or "SUBSTANTIAL COMPLETION") upon the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections completion of the Base Building Work by MSGand the Tenant Improvements, Project Manager such that only minor or insubstantial details of construction or mechanical adjustment remain to be performed, the existence of which do not materially interfere with Tenant's occupancy and Architect in order to determine Substantial Completion use of the Work Building for the conduct of Tenant's business, and agree upon the Punchlist Items and issuance of a temporary or permanent certificate of occupancy by the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order governing local authority for the Work Building. A certificate furnished by Architect as to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion shall be conclusive and attaches binding upon both parties. Notwithstanding the Punchlistdelivery of such certificate of Substantial Completion by the Architect, Substantial Completion shall be deemed not to have occurred with respect to the Base Building Work and Tenant Improvements until Landlord has provided Tenant prior written notice and at least sixty (60) days of reasonably unrestricted physical access to the Building for purposes of Tenant's installation of furniture, fixtures and equipment. Within ninety (90) days after the date of Substantial Completion, Tenant shall notify Landlord in writing of any remaining "punch list" or other corrective work to be completed by Landlord through the Contractor and TI Contractor. Such "punch list" or other corrective work shall be commenced by Landlord and completed within sixty (60) days following receipt of such notification from Tenant, or such longer period of time as is reasonably necessary to permit Landlord to complete such work in the event that the completion of same is not possible within such sixty (60) day period with the exercise of reasonable diligence. Upon completion of such "punch list" and other corrective work to Tenant's, TI Architect's and Architect's reasonable satisfaction, and upon Tenant's installation of its furniture, fixtures and equipment, Landlord shall obtain the issuance of a permanent certificate of occupancy, unless such certificate has previously been obtained. Landlord shall have no other obligation to perform other work except with regard to Landlord's obligations to correct construction defects and deficiencies as provided in Section 2.12 and to maintain certain structural and other elements of the Project as set forth in Section 15.02. Tenant shall reasonably cooperate with Landlord in obtaining the temporary and permanent certificates of occupancy.

Substantial Completion. 13.15.1 When Contractor considers the Work “Substantial Completion” (or portions and any correlative variations thereof) of the Warm Shell Improvements shall be not be deemed to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: occur until (a) the Building shells, 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 use commercially reasonable efforts to cause to be completed within thirty (30) days after Substantial Completion); (b) all utilities systems serving the Premises, life safety support systems, including fire sprinklers and safety auditory systems, all heating, ventilating and air conditioning systems serving the Premises, except to the extent such items may be included in Tenant’s Tenant Improvements, and Building elevators have been installed and are operating; (c) all necessary governmental inspections of the Warm Shell Improvements have been obtained and approved; (d) the Premises are in such a Punchliststate 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 City of Sunnyvale for Tenant to occupy the Premises) have been satisfied; and (be) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections subject to minor items which do not materially affect the usability of the Work Building, the Common Areas serving the Building are sufficiently complete to be usable by MSGTenant’s employees and customers (subject to completion of Tenant’s Tenant Improvements), Project Manager and Architect in order but which Landlord shall use commercially reasonable efforts to determine cause to be completed within thirty (30) days after Substantial Completion. Upon Substantial Completion of the Work Warm Shell Improvements, Landlord and agree upon Tenant shall arrange a mutually convenient time, no later than five (5) business days after the Punchlist Items Substantial Completion date, for Tenant and/or Tenant’s Architect (as defined below) and Landlord and/or Landlord’s Architect to conduct a walk-through inspection of the schedule for their completionWarm Shell Improvements. Architect, Project Manager and MSG shall inspect During the Work. If, after making such inspection, ArchitectLandlord’s Architect shall compile a punchlist of items yet to be completed. Landlord shall use commercially reasonable efforts to complete the punchlist items within thirty (30) days following the walk-through, Project Manager and MSG determine that any unreasonable interference with the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements construction of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for Tenant Improvements while completing the Work to achieve Substantial Completion. Contractor punchlist work shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedconstitute a Landlord Delay. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items Landlord shall use commercially reasonable efforts to cause the Work to be "substantially completed" on such Punchlist. 13.15.2 Contractor shall developor before the Second Additional Space Commencement Date, subject to delays described in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections Section 27.04 of the Original Lease and delays described in Paragraph 6 of this Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Letter Agreement. The Work and agree upon the Punchlist Items shall be considered "substantially completed" for all purposes under this Work Letter Agreement and the schedule for their completion. ArchitectLease if and when Landlord's architect issues a written certificate to Landlord and Tenant, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine certifying that the Work has not achieved Substantial Completion 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 Landlord is of the opinion that previously scheduled Punchlist Items have not been the Work is substantially completed, then Contractor 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 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 Paragraph 4 above; (c) Tenant's requirements for special work or materials, finishes, or installations other than the Building Standards; (d) the performance of any other work in the Second Additional Space by any person, firm or corporation employed by or on behalf of Tenant, or any failure to complete or rectify the elements delay in completion of the Work that Project Manager, Architect and MSG identified as requiring completion such work; (e) any other act or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedomission of Tenant. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers For purposes of this Work Letter and the Lease, Landlord’s Work (or portions thereof) shall be deemed “Substantially Complete”, and “Substantial Completion” shall be deemed to have achieved Substantial Completionoccurred, Contractor at such time as Landlord has completed Landlord’s Work in accordance with Landlord’s Plans and in compliance with all legal requirements applicable thereto at the time the permits were obtained for the construction thereof, subject only to the completion of “punchlist” items or similar corrective work. No portion of any work to be performed by Tenant shall so notify Project Manager and MSG be taken into account in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developdetermining whether or not Landlord’s Work is Substantially Complete. However, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine if Substantial Completion of the Landlord’s Work and agree upon the Punchlist Items and the schedule for their completion. Architectis delayed as a result of a Tenant Delay (defined below), Project Manager and MSG Landlord’s Work shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work be deemed to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, be Substantially Complete on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion date that Landlord could reasonably have been metexpected to Substantially Complete Landlord’s Work absent any Tenant Delay. Promptly following the completion of Landlord’s Work, Landlord shall cause Landlord’s Contractor to inspect Landlord’s Work with representatives of both Landlord and Tenant and compile a list of “punchlist” items in connection with Landlord’s Work which are required to be corrected or completed by Landlord. Such “punchlist” items shall be completed or corrected by Landlord within sixty (60) days, provided, however, that as to any “punchlist” items which cannot be completed by Landlord within said sixty (60) days, Landlord shall promptly commence the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate correction or completion of Substantial Completion in such “punchlist” item and thereafter diligently pursue the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistsame to completion.

Substantial Completion. 13.15.1 When Contractor considers As used herein, "Substantial Completion" shall mean (and each floor of the Work 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, 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 portions thereoffloors) 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 be deemed to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items occurred on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections the date on which ▇▇▇▇▇▇ takes occupancy of the Work by MSG, Project Manager Premises and Architect in order commences to determine do business therein. Substantial Completion shall be deemed to have occurred even if a "punch-list" or similar corrective work remains to be completed. Within ten (10) days after Landlord delivers possession of the Work and agree upon the Punchlist Items Premises to Tenant, Landlord, Tenant, and the schedule for their completion. ArchitectLandlord's Architect shall prepare a "punch-list" which shall consist of the items that have not been, Project Manager and MSG shall inspect but should have been, finished or furnished prior to such date or which do not conform to the Work. If, after making such inspection, Architect, Project Manager and MSG determine TI Working Drawings or the Base Building Drawings (but only to the extent that the Work has Base Building Improvements were not achieved 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 that previously scheduled Punchlist Items have not been completedas soon thereafter as is possible with the exercise of due diligence. The cost thereof shall be borne by the General Contractor under its contract to construct the Base Building Improvements or Upgrades, then or the TI Contractor shall complete or rectify under the elements of TI Construction Contract, as the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedcase may be. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor the Construction Manager considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved reached Substantial Completion or that previously scheduled Punchlist Items have not been completedCompletion, then Contractor it shall complete or rectify submit a request to the elements District’s Project Manager for a certificate of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and must occur not later than the process date set forth in this Section 13.15.2 the applicable GMP Amendment, subject to modification by changes in the Contract Time according to Article 6 below. A prerequisite for Substantial Completion, over and above the extent of construction completion required, is receipt by the District of acceptable documentation that Construction Manager has successfully tested and demonstrated all systems for their intended uses. In consultation with the Project Designers, the District shall repeat until such time as determine when the Project and the Construction Manager’s Work is substantially complete. The Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, date shall be confirmed by a Certificate of Substantial Completion in signed by the form attached hereto as Schedule P that establishes the date District and Construction Manager. The Certificate of Substantial Completion shall state the respective responsibilities of the District and attaches the PunchlistConstruction Manager for security, maintenance and damage to the work and insurance. The Certificate of Substantial Completion shall also include the Punch List as created by the Construction Manager and modified by the Project Designers in consultation with the District and establish the time for completion and correction of all Punch List items. The Construction Manager shall proceed promptly to complete and correct Punch List items. Failure to include an item on the Punch List does not alter the responsibility of the Construction Manager to complete all Work in accordance with the Contract Documents. If the District and the Construction Manager cannot agree as to the appropriate Substantial Completion date, such issue shall be submitted for dispute resolution in accordance with the procedures set forth in Article 13 below. Notwithstanding such disagreement, the Construction Manager shall diligently proceed with completion of the Punch List items. Warranties required by the Contract Documents shall commence on the Substantial Completion date or designated portion thereof unless otherwise provided in the Contract Documents.

Substantial Completion. 13.15.1 When Contractor considers If Landlord shall be delayed in substantial completion as a result of Tenant Delays, then the Work 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 Substantial Completion will not occur on or before the Scheduled Commencement Date, then at Landlord's sole election and in addition to any other remedies that may be available to Landlord under the Lease or at law or in equity, at Landlord's written request Tenant shall commence payment of Base Rent and Additional Charges on the date one month following the Scheduled Commencement Date. If Landlord makes such election, then the installment of Base Rent, and any installments of any components of Additional Charges, that are first due after Substantial Completion occurs shall be adjusted to reflect the actual Commencement Date. Landlord's election, as set forth above, shall not constitute a waiver of any default by Tenant or any other remedy available to Landlord as a result thereof, to the extent the circumstances giving rise to a Tenant Delay constitute a default by Tenant hereunder or under the Lease. Within seven (or portions thereof7) days after written request of Landlord, Tenant agrees to have achieved Substantial Completion, Contractor shall so notify Project Manager give Landlord a letter confirming the Commencement Date and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections certifying that Tenant has accepted delivery of the Work by MSG, Project Manager Premises and Architect in order to determine Substantial Completion that the condition of the Work Premises complies with Landlord's obligations hereunder. EXHIBIT "B" 6 66 EXHIBIT "B-1" ------------------------------------------------------------------------------- LANDLORD'S PLANS The plans and agree upon the Punchlist Items and the schedule for their completionspecifications related to Two Circle Star Way as drawn or assembled by Kenn▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇artners, Inc. 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. ArchitectFRAMING 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, Project Manager and MSG shall inspect the Work. IfDRAWING SCHEDULE, after making such inspectionMANDATORY 3/10/98 MEASURES, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.AND GENERAL NOTES 3/10/98 AC0.02 EQUIPMENT SCHEDULE 3/10/98 AC1.01 FIRST FLOOR HVAC PLAN 3/10/98 AC1.02 SECOND FLOOR HVAC PLAN 3/10/98 AC1.03 THIRD FLOOR HVAC PLAN 3/10/98 AC1.04 FOURTH FLOOR HVAC PLAN 3/10/98 AC1.05 ROOF PLAN 3/10/98 AC1.06 ROOF COORDINATION PLAN 3/10/98 AC2.01 PIPING SCHEMATICS AND DETAILS 3/10/98 EXHIBIT "B-1" 2 68 AC7.01 WIRING AND CONTROLS 3/10/98 ELECTRICAL CIR-E0 COVER SHEET 7/23/97 CIR-SE1 SITE LIGHTING PLAN 7/23/97 CIR-SE2 SITE LIGHTING PLAN 7/23/97 CIR-E1 FIRST FLOOR LIGHTING PLAN 7/23/97 CIR-E2 SECOND FLOOR LIGHTING PLAN 7/23/97 CIR-E3 THIRD FLOOR LIGHTING PLAN 7/23/97 CIR-E4 FOURTH FLOOR LIGHTING PLAN 7/23/97 CIR-E5 FIRST FLOOR POWER PLAN 7/23/97 CIR-E6 SECOND FLOOR POWER PLAN 7/23/97 CIR-E7 THIRD FLOOR POWER PLAN 7/23/97 CIR-E8 FOURTH FLOOR POWER PLAN 7/23/97 CIR-E9 FIRST FLOOR MECHANICAL PLAN 7/23/97 CIR-E10 SECOND FLOOR MECHANICAL PLAN 7/23/97 CIR-E11 THIRD FLOOR MECHANICAL PLAN 7/23/97 CIR-E12 FOURTH FLOOR MECHANICAL PLAN 7/23/97 CIR-E13 ROOF MECHANICAL PLAN 7/23/97 CIR-E14 SINGLE LINE DIAGRAM 11/24/97 CIR-E15 PANEL SCHEDULES 7/23/97 CIR-E16 PANEL SCHEDULES 7/23/97 CIR-E17 TITLE 24 7/23/97 PLUMBING P1A ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇VE GRADE 12/18/97 P2 2ND FLOOR 12/18/97 P3 ▇▇▇ ▇▇▇▇▇ ▇▇/▇▇/▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ 12/18/97 P5 ROOF PLAN 12/18/97 FIRE ALARM SYSTEM FA-1 FIRST FLOOR BUILDING ONE 12/5/97 FA-2 SECOND FLOOR BUILDING ONE 12/5/97 FA-3 THIRD FLOOR BUILDING ONE 12/5/▇▇ ▇▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇LDING ONE 12/5/97 FA-5 ROOF PLAN BUILDING ONE 12/5/97 EXHIBIT "B-1" 3 69 EXHIBIT "B-2" -------------------------------------------------------------------------------- MINIMUM INFORMATION REQUIRED FLOOR PLANS INDICATING:

Substantial Completion. 13.15.1 When Contractor considers § 9.8.1 Substantial Completion is the stage in the progress of the Work (when the Work or portions thereof) designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to have achieved accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder’s list, the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner’s inspection discloses any item, whether or not included on the Design-Builder’s list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, Contractor complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall so notify Project Manager and MSG in writing and prepare then submit a request for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of another inspection by the Work by MSG, Project Manager and Architect in order Owner to determine Substantial Completion Completion. § 9.8.4 Prior to issuance of the Work Certificate of Substantial Completion under Section 9.8.5, the Owner and agree upon Design- Builder shall discuss and then determine the Punchlist Items parties’ obligations to obtain and maintain property insurance following issuance of the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that Certificate of Substantial Completion. § 9.8.5 When the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completeddesignated portion thereof is substantially complete, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order Design-Builder will prepare for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSGOwner’s direction, signature a Certificate of Substantial Completion in that shall, upon the form attached hereto as Schedule P that establishes Owner’s signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, § 9.8.6 The Certificate of Substantial Completion and attaches shall be submitted by the Punchlist.Design-Builder to the Owner for written

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion" of the Improvement shall not have occurred until (i) Landlord's architect, Contractor ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇/Architects, Inc. (the "Architect") shall so notify Project Manager have delivered to Landlord and MSG Tenant a written certificate stating that all of the Improvements have been substantially completed in writing and prepare substantial accordance with the Construction Documents, except for Project Manager and MSG: (a) a Punchlistthe Punch List Items; and (bii) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developcertificate of occupancy has been issued allowing Tenant to occupy and use the Leased Premises; provided, in conjunction with MSG and Project Managerhowever, that if the reason that a schedule setting forth anticipated dates for inspections certificate of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work occupancy has not achieved Substantial Completion or that previously scheduled Punchlist Items have cannot been completedbe 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 Contractor the failure or inability to obtain a certificate of occupancy shall complete not delay or rectify prevent the elements occurrence of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor The term "Punch List Items" shall thereafter notify MSG mean details of construction, decoration, and Project Manager that it considers mechanical adjustment which are part of the Work to have achieved Improvements and which in the aggregate, are minor in character and do not materially interfere with the Tenant's use or enjoyment of the Leased Premises. Landlord shall give Tenant not less than ten (10) days notice of the date upon which Landlord estimates Substantial Completion and to be achieved. Upon receipt of Landlord's notification, Tenant shall verbally notify Landlord of the process set forth in this Section 13.15.2 shall repeat until date Tenant intends to make a walk-through inspection of the Leased Premises, such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, date to be on the basis date specified in Landlord's notice for the estimated occurrence of inspections Substantial Completion. The EXHIBIT 10.43 Architect, the Contractor, Landlord's project representative and otherwiseTenant's project representative shall meet to review and approve of the matters to be included as Punch List Items, determine 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 criteria Punch List Items within thirty (30) days after the occurrence of Substantial Completion. 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, (i) it has inspected and accepts the Leased Premises, (ii) the Leased Premises is suitable for Substantial Completion the purpose for which it is leased, (iii) the Leased Premises is in good and satisfactory condition, and (iv) no representations as to the repair of the Leased Premises, nor promises to alter, remodel or improve the Leased Premises which have been met, and made by Landlord remain unsatisfied. At the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate conclusion of Substantial Completion 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 Schedule P that establishes EXHIBIT "D", whereupon possession of the date Leased Premises will be delivered to Tenant and Tenant will be deemed to have accepted the Leased Premises, and Tenant may thereafter occupy the Leased Premises. Tenant's failure to conduct a walk-through inspection or execute the Acceptance of Substantial Completion and attaches Leased Premises Memorandum will not delay the Punchlistoccurrence of the Commencement Date.

Substantial Completion. 13.15.1 When Contractor considers 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 exclusively service the 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 the Subleased Premises by both such parties made at the time Subtenant takes possession, 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 promptly remedy same. 1. Subtenant shall, promptly following Subtenant’s use, restore to their original location and configuration any items of common furniture or portions thereofequipment used by Subtenant in Common Areas located in the lower level of the Building. Subtenant shall be liable for Sublandlord’s charge for any refuse left in the in the Common Areas (other than in designated receptacles). Common Areas shall not be obstructed or encumbered by Subtenant, except to the extent permitted by the Sublease. 2. Subtenant shall at all times designate two (2) employees located in wing of the Building leased by Subtenant to have achieved Substantial Completionact as fire wardens. Subtenant shall notify Sublandlord of such designation, Contractor including the names and contact information for such fire wardens. The parties acknowledge and agree that each floor of the Building consists of two (2) wings. 3. Sublandlord and Subtenant shall so 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 Common Areas, including the Fitness Facility, Executive Business Center, and dining facility / cafeteria. In addition, Sublandlord and Subtenant shall each (a) use commercially reasonable efforts to promptly notify Project Manager the other if any employee, guest, or invitee of the notifying party who has been in the Building has tested positive for COVID-19 (without identifying any such employee, guest, or invitee), and MSG (b) 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 require Subtenant to use, in writing common with Sublandlord, reasonable scheduling and prepare for Project Manager communication system(s) and MSGprocedure(s) for: (a) a Punchlist; maintenance and repair issues, (b) use of the 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 schedule for completing all Punchlist Items on such Punchlistportion of the Common Areas at least five (5) business days in advance. 13.15.2 Contractor shall develop5. Any third-party vendor serving of food and/or installing temporary furniture and equipment, in conjunction the Common Areas shall supply to Sublandlord evidence of insurance in advance which complies with MSG and Project Manager, a schedule setting forth anticipated dates for inspections the requirements of the Work Sublease. 6. Subtenant is responsible for the delivery to and pick up from the loading dock area of all mail delivered by MSGthe 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 (“Loading Dock Hours”); provided that, Project Manager and Architect in order to determine Substantial Completion 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 Work same day for access needed Monday through Friday, and agree upon the Punchlist Items and the schedule by 2:00 p.m. on Friday for their completionaccess needed on Saturday or Sunday). Architect, Project Manager and MSG Subtenant shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements pay for access outside of the Work that Project ManagerLoading Dock Hours at the rate of $50.00 per hour of access (with a minimum of one (1) hour of access); provided, Architect and MSG identified as requiring completion or rectification in order however, that, for Subtenant’s initial move into the Work Premises, Sublandlord shall waive such hourly charge for one (1) period of up to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until eight (8) hours of such time as Substantial Completion is achievedaccess on a Saturday selected by Subtenant. 13.15.3 When Project Manager7. Sublandlord and Subtenant shall each use commercially reasonable efforts to promptly notify the other of any threat of workplace violence by any of employee, Architect and MSGguest, on the basis of inspections and otherwise, determine all or invitee of the criteria for Substantial Completion have been met, notifying party that threatens the safety of persons or property damage. 8. Sublandlord and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion Subtenant shall each cause their respective employees to use reasonably prudent hygienic practices in the form attached hereto as Schedule P that establishes cafeteria and Fitness Facility, including but not limited to the date wiping down with disinfectant of Substantial Completion and attaches the Punchlistany affected surfaces after each use.

Substantial Completion. 13.15.1 When Contractor considers If the Work Building Shell Improvements are not Substantially Completed by the Estimated Substantial Completion Date, then the Lease Commencement Date shall be one hundred eighty (or portions thereof180) 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 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 achieved Substantial Completionbeen in the absence of any Tenant Delay. For purposes of this Lease, Contractor the Building Shell Improvements shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: be Substantially Completed when (a) a Punchlist; all of such improvements are completed, except for minor items of work (e.g., pick-up, “punch list” work, etc.) that can be completed with only minor interference with construction and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections installation of the Work Tenant Improvements, which shall be itemized on a punch list and completed by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes Landlord within sixty (60) days following the date of Substantial Completion of the Building Shell Improvements, (b) the ▇▇▇▇▇ County Building Department has conducted its final inspection of all Building Shell Improvements, has provided its approval thereof, and attaches has issued a Certificate of Completion therefor, and (c) upon written notice from Landlord to Tenant of the Punchlistforegoing, 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 Building Shell Improvements, or similar phrase).

Substantial Completion. 13.15.1 When Contractor considers 9.8.1 Substantial Completion is the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG stage in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections the progress of the Work when the Work or designated portion thereof which the Owner agrees to accept separately is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by MSG, Project Manager and Architect the Owner in order to determine accordance with this Section 9.8. 9.8.1.1 For Substantial Completion of the Work or designated portion thereof to be achieved, the Owner also must have received applicable temporary or final certificate of occupancy and agree upon all other governmental approvals necessary and required for the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that Owner to occupy or utilize the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items designated portion for its intended purpose. The requirement shall be deemed satisfied if all construction, submittals and other performance by the Contractor required for issuance of the certificate of occupancy and other approvals have been completed but the certificate and approvals have not been completedissued solely because of factors beyond the reasonable control of the Contractor. 9.8.2 When the Contractor considers that the Work, then or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall complete prepare and submit to the Owner a comprehensive punch list of items to be completed or rectify corrected prior to final payment. Failure to include an item on the elements punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Upon receipt of the Contractor’s punch list, the Owner shall make an observation to determine whether the Work or designated portion which the Owner agrees to accept separately is substantially complete. If the Owner’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that Project Managerthe Owner can occupy or utilize the Work 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, Architect unless the Contract Documents otherwise provide for property insurance following Substantial Completion, the Owner and MSG identified as requiring completion Contractor shall discuss and then determine the parties’ obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. 9.8.5 When the Work or rectification in order designated portion thereof is substantially complete, the Contractor will prepare for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSGOwner’s direction, signature a Certificate of Substantial Completion in that shall, upon the form attached hereto as Schedule P that establishes Owner’s signature, establish the date of Substantial Completion and attaches fix the Punchlisttime within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 9.8.6 The Certificate of Substantial Completion shall be submitted by the Contractor to the Owner.

Substantial Completion. 13.15.1 When Contractor considers Landlord shall use its reasonable efforts to “substantially complete” the Work (or portions thereof) 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 have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSGsatisfy its obligations under Section 35. “Substantially complete” means that: (ai) the construction of the improvements described in Section 35 has been completed so that Tenant can use the Phase I Premises or Phase II Premises, as applicable, for its intended purposes without material interference to Tenant conducting its ordinary business activities, (ii) the Phase I Premises or the Phase II Premises, as applicable, have been approved for occupancy by governmental authorities having jurisdiction and a Punchlist; certificate of occupancy or temporary certificate of occupancy has been issued for the Phase I Premises or the Phase II Premises, as applicable, (iii) Tenant has ready access to the Building and the 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 (bv) the Phase I Premises tenant finish work or the Phase II Premises tenant finish work, as applicable, has been installed and completed in a schedule for completing good and workmanlike manner and in compliance with all Punchlist Items on such Punchlist. 13.15.2 Contractor laws, rules, regulations and ordinances. Landlord shall developkeep 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, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections the requirements of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG subsection (ii) shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine be deemed satisfied if all of the criteria for Substantial Completion other subsections have been metsatisfied and the government approval is delayed as a result of the installation of furniture, fixtures or equipment which is not included and is a part of Tenant’s responsibilities under Section 35 below. Notwithstanding anything in this Lease to the contrary, if substantial completion has not occurred for the Phase I Premises on or before the date that is 165 days following the Effective Date (the “Required Phase I Delivery Date”), and such delay is not a result of a Tenant Caused Delay (as 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 Phase I Commencement Date for each day that the Phase I Commencement Date is delayed beyond the Required Phase I Delivery Date. For example, if the Required Phase I Delivery Date is June 15, 2007, and the Punchlist Items have been agreedPhase I Commencement Date occurs on July 20, Project Manager 2007, then Tenant will prepare, upon MSG’s direction, receive a Certificate of Substantial Completion in 35 day rent credit following the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the PunchlistPhase I Rent Commencement Date.

Substantial Completion. 13.15.1 § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy and utilize the Work or agreed upon portion thereof for its intended use; provided however that unless a Certificate of Occupancy is withheld by appropriate governmental officials for reasons not the fault or responsibility of the Contractor or its Subcontractors or anyone directly or indirectly employed by them or for whose acts any of them may be liable, the issuance of a Certificate of Occupancy, if applicable to the Work or agreed upon portion thereof, is a condition precedent to Substantial Completion of such portion of the Work. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work (or portions thereof) to have achieved designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall so notify Project Manager and MSG in writing and prepare then submit a request for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlistanother inspection by the Architect to determine Substantial Completion. 13.15.2 § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon or designated portion thereof unless otherwise provided in the Punchlist Items and the schedule for their completionCertificate of Substantial Completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then The Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, all items on the basis list accompanying the Certificate within sixty (60) days of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion unless the Contractor substantiates for specific items on the list valid reasons beyond the Contractor’s or their Subcontractor’s control why the work can not be accomplished within this time frame and attaches the PunchlistOwner and Architect approve such exceptions in writing within seven (7) days of the issuance of the list by the Architect. With respect to Work enumerated on the list accompanying the Certificate of Substantial Completion, the guarantee or warranty period shall start at the time of subsequent acceptance of this Work in writing by the Owner but not later than the date of issuance of the final Certificate for Payment. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.

Substantial Completion. 13.15.1 When Contractor considers Landlord will use reasonable speed and diligence to Substantially Complete Landlord’s Work on or before the anticipated Lease Commencement Date set forth in Section 1(e), subject only to Delay. If Landlord’s Work is not Substantially Complete by that date, such failure to complete will not in any way affect the obligations of Tenant hereunder except that the Lease Commencement Date (and any other dates tied to the Lease Commencement Date) will be postponed one day for each day Substantial Completion is delayed beyond such date. No liability whatsoever will arise or portions thereof) accrue against Landlord by reason of its failure to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections deliver or afford possession of the Work by MSGPremises, Project Manager and Architect Tenant hereby releases and discharges Landlord from and of any claims for damage, loss, or injury of every kind whatsoever as if this Lease were never executed. Notwithstanding anything to the contrary contained herein, if Tenant commences business operations from all or any portion of the Premises prior to (i) the anticipated Lease Commencement Date set forth in order to determine Section 1(e) or (ii) Substantial Completion of the Landlord’s Work, the Lease Commencement Date shall be accelerated to the date that Tenant commences such operations; provided, however, that the commencement of business operations in the Premises by Tenant prior to the Substantial Completion of Landlord’s Work shall not waive Landlord’s requirement of Substantial Completion, the completion of the Punchlist; and agree upon provided further, in no event shall the Punchlist Items Base Rent Commencement Date occur prior to April 1, 2023, even if Tenant has commenced its business operations in the Premises and the schedule Lease Commencement Date occurs prior to January 1, 2023. Tenant may access the Premises not earlier than 90 days prior to the proposed Lease Commencement Date for their completion. Architectthe purpose of installing furniture, Project Manager fixtures, equipment and MSG shall inspect the Work. Ifracking, after making such inspectionsubject to approval as required by Berkeley County or any other applicable governmental authority; provided, Architecthowever, Project Manager and MSG determine that the foregoing activities shall not be deemed to constitute Tenant’s commencement of business operations. Tenant and its agents and contractors will not interfere with the completion of Landlord’s Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect during any such early entry and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedwill cooperate fully with Landlord’s contractors. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers Landlord shall cause the Work (to be "substantially completed" on or portions thereof) before the scheduled date of commencement of the Term subject to have achieved Substantial Completiondelays caused by strikes, Contractor shall so notify Project Manager and MSG lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in writing and prepare obtaining materials necessary for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections performance of the Work by MSG, Project Manager or any other matter beyond the control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the Work) and Architect also subject to "Tenant Delays" (as defined and described in order Paragraph 6 of this Work Letter). The Work shall be deemed to determine Substantial Completion of the be "substantially completed" for all purposes under this Work and agree upon the Punchlist Items Letter and the schedule for their completion. Architect, Project Manager Lease if and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager when Landlord's general contractor issues a written certificate to Landlord and MSG determine Tenant certifying that the Work has not achieved Substantial Completion been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the Working Drawings, or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements when Tenant first takes occupancy of the Work that Project Manager2006 Expansion Space, Architect and MSG identified as requiring completion or rectification in order for whichever first occurs. If the Work is not deemed to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers be substantially completed on or before the scheduled date of the Commencement Date of the Term, (a) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and Landlord shall have achieved Substantial Completion no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be substantially completed and the process set forth in this Section 13.15.2 expiration date of the Term shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the basis of inspections and otherwise, determine all next occurring last day of the criteria for Substantial Completion have been met, and month. At the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate request of Substantial Completion either Landlord or Tenant in the form attached hereto as Schedule P that establishes event of such extensions in the date commencement and expiration dates of Substantial Completion the Term, Tenant and attaches Landlord shall execute and deliver an amendment to the PunchlistLease reflecting such extensions. Landlord agrees to use reasonable diligence to complete all punchlist work listed in the aforesaid general contractor's certificate promptly after substantial completion.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved “Substantial Completion, Contractor ” shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections occur upon notice from CHGE to Owner that CHGE has received evidence reasonably satisfactory to CHGE of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion satisfaction of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been metfollowing 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 Punchlist Items Interconnection Agreement; interconnection of 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 Interconnection Agreement remains in full force and effect; Owner shall have provided a certificate from an Independent and Actively Licensed New York State (“NYS”) Registered Professional Engineer that the Project has been agreedmechanically and electrically completed in all material respects, excepting items that do not adversely affect the ability of the Project Manager will prepareto achieve Commercial Operation in accordance with the requirements of this Agreement; Owner has obtained all Permits necessary for Owner to perform its obligations under this Agreement and all such Permits are in final form and in full force and effect; Owner has obtained authority from FERC, upon MSG’s directionpursuant 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 Certificate of Substantial Completion market participant (as defined in the form attached hereto NYISO Tariff) for the Project; Owner has registered the Project in NYISO for use as Schedule P that establishes a dispatchable energy storage resource operating in the date 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 Substantial Completion the Project; the NYSERDA Agreement shall be in full force and attaches 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 PunchlistProject 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. 13.15.1 When Contractor considers For purposes of this Work Letter and the Lease, (i) the Base Building Improvements shall be deemed "substantially complete" at such time as Landlord has completed work in accordance with Landlord's Plans, as certified by Landlord's contractor (which certification shall be obtained promptly by Landlord upon such substantial completion), subject to completion and correction of items on Landlord's architect's punch list, and certain other items which will not be completed until substantial completion of the Tenant Improvements (such as certain landscaping), and (ii) the Tenant Improvements shall be deemed "substantially complete" at such time as Tenant has completed work in accordance with the Tenant's Plans, as certified by Tenant's architect (which certification shall be obtained promptly by Tenant upon such substantial completion), and Tenant has obtained a certificate of occupancy from the City of San Jose, ▇▇bject only to the completion or correction of items on Tenant's architect's punch list (and exclusive of the installation of all telephone and other communications facilities and equipment and other finish work or decorating work to be performed by or for Tenant). If substantial completion of the Tenant Improvements, Modified Core Improvements or Base Building Improvements is delayed due to any of the following (collectively, "Tenant Delays"), then the Delivery Date and/or Commencement Date, as applicable, shall be adjusted to reflect what the substantial completion date would have been if there had been no delay: (i) Tenant's failure to timely submit any items required by this Work Letter, including, without limitation, Tenant's Plans; (ii) Tenant Modifications; (iii) Tenant's failure to comply with Landlord's contractor's schedule; (iv) Tenant's or portions thereofTenant's Contractor's failure to comply with Paragraph 9, (v) Tenant's requested changes to the Tenant's Plans after they are approved by Landlord; (vi) Tenant's request for materials, finishes or installations which require longer than thirty (30) days to complete; (vii) delays caused by Tenant in construction of the Tenant Improvements; or (viii) any other event expressly constituting "Tenant Delay" pursuant to any provision of this Work Letter. Landlord shall give Tenant at least five (5) days prior notice if Landlord becomes aware that Tenant is in danger of causing a Tenant Delay, and if Tenant takes appropriate measures to prevent such delay within such five (5) day period, no adjustment to the Delivery Date or Commencement Date shall be made on account of such Tenant Delay; provided, however, that if such delay was not reasonably foreseeable by Landlord, the five (5) day period for prior notice and opportunity to mitigate provided above shall be changed to forty-eight (48) hours after Landlord becomes aware of such delay or potential delay; and provided further, that no such notice shall be required if Tenant Delay results from Tenant's failure to perform any obligation within a specific date or time period (including, without limitation, any delay in delivery of Tenant's space plan or Working Drawings or non-compliance with Landlord's contractor's schedule), or from schedule changes resulting from Tenant Modifications of which Tenant is advised by Landlord's architect or contractor as provided in Paragraph 4. If substantial completion of the Tenant Improvements is delayed as a result of any of the following and such delay could not have achieved Substantial Completionbeen mitigated by Tenant using commercially reasonable measures (collectively, Contractor "Landlord Delays"), then the Commencement Date shall so notify Project Manager and MSG be adjusted to reflect any delay in writing and prepare the substantial completion date for Project Manager and MSGthe Tenant Improvements directly resulting from such Landlord Delays: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 subject to Paragraph 9 above, unreasonable interference by Landlord or Landlord's Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections the construction of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.the

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Upon Substantial Completion of the Landlord Work, Landlord shall deliver the Premises and "Base Building", as that term is defined below, to Tenant, and Tenant shall accept the Premises and Base Building from Landlord in their then existing "as-is" condition, subject to the terms and condition contained in the Lease and Landlord's Construction Warranty (defined below). The "Base Building" shall consist of those portions of the Premises which were in existence prior to the construction of the Tenant Improvements in the Premises (including the Landlord Work). Landlord's contractor shall be designated and retained by Landlord to construct the Landlord Work. For purposes of this Lease, "Substantial Completion" of the Landlord Work and agree in the Premises shall occur upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements completion of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis construction of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion Landlord Work in the form attached hereto Premises in accordance with the Base Building Specifications and all applicable Legal Requirements and Private Restrictions in effect as Schedule P that establishes of the date of Substantial Completion (as the same shall be certified by Landlord's architect to Landlord and attaches Tenant) and Landlord’s receipt of all required sign-offs directly related to the PunchlistLandlord Work by applicable governmental authorities with jurisdiction over the Project, with the exception of any Punch List Items that do not materially impair Tenant from commencing construction of the Tenant Improvements, the Tenant Improvements and any tenant fixtures, work-stations, built-in furniture or equipment to be installed by Tenant. Notwithstanding the foregoing, in the event that a sign-off by a governmental authority cannot be obtained as a result of Tenant's particular use of the Premises or any additional work to be performed by or on behalf of Tenant outside of the scope of the Landlord Work (including, without limitation, the installation of any of the Tenant Improvements and/or Tenant's trade fixtures or equipment), then the receipt of such sign-offs by the applicable governmental authority shall not be required for Substantial Completion of the Landlord Work to occur (and only the certification by Landlord's architect shall be required). In the event of any dispute between Landlord and Tenant as to whether Substantial Completion of the Landlord Work has occurred, the sign-off and approval of the Landlord Work by the municipal building inspector shall be conclusive. Within ten (10) business days after Substantial Completion of the Landlord Work (as reasonably determined by Landlord), Tenant and Landlord shall jointly conduct a walk-through of the Premises and shall jointly prepare a punch list ("Punch List") of items needing additional work ("Punch List Items"); provided, however, the Punch List shall be limited to items which are required by the Base Building Specifications and any other changes mutually agreed to in writing by the parties. Landlord agrees to repair the Punch List Items promptly following the joint walk through but, in no event, later than thirty (30) days thereafter; provided, however, if any item on the Punch List cannot reasonably be corrected or remedied within such 30-day period, then Landlord shall have such additional time as shall be reasonably necessary to correct or remedy such item; provided, further, that the Punch List shall have no effect on Substantial Completion. If Landlord and Tenant are unable to conduct such walk-through within such ten (10) business day period due to scheduling conflicts, then the parties shall conduct the walk-through as soon as reasonably practical; provided, however, in no event shall the date of Substantial Completion and/or the Commencement Date be impacted to accommodate such walk-through.

Substantial Completion. 13.15.1 When Contractor considers SUBSTANTIAL COMPLETION" shall occur when ---------------------- ---------------------- the Work (or portions thereof) to have achieved Improvements are substantially completed as certified by the architect preparing the Shell Plans utilizing AIA document G704, Certificate of Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing Landlord has obtained all Punchlist Items on requisite governmental approvals relating to substantial completion such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of that Tenant may lawfully occupy the Work by MSG, Project Manager and Architect in order to determine Building. Substantial Completion shall have occurred even though minor details of the Work and agree upon the Punchlist Items and the schedule for their completion. Architectconstruction, Project Manager and MSG shall inspect the Work. Ifdecoration, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been metlandscaping, and mechanical adjustments remain to be completed by Landlord. When the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a 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 form attached hereto as Schedule P that establishes 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 earlier of (a) ten days after the Termination Date or (b) the date of Substantial Completion. "FORCE MAJEURE DELAY DAYS" means the number of days ------------------------ of delay for Substantial Completion and attaches caused by Force Majeure Events. "TENANT ------ DELAY DAYS" means the Punchlistnumber of days of delay for Substantial Completion caused ---------- by (1) any acts of a Tenant Party, (2) changes requested by Tenant in the approved Shell Plans or approved Interior Drawings, or (3) any specifications by Tenant of materials or installations which are not readily available. If Substantial Completion 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 such delay days. The termination right herein provided shall be Tenant's sole remedy for Landlord's failure to cause Substantial Completion to occur by the Termination Date.

Substantial Completion. 13.15.1 When Landlord shall notify Tenant of the anticipated date of substantial completion of Landlord's Construction ("Substantial Completion Date") in a notice given at least five (5) business days prior to the Substantial Completion Date stated therein. Landlord and Tenant shall thereupon set a mutually convenient time for Tenant, Landlord and Landlord's General Contractor considers to inspect the Work (or portions thereof) to have achieved Additional Premises and Landlord's Construction, at which time the parties shall agree upon punch-list items as defined below. "Substantial Completion, Contractor " as used in this Schedule shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: be deemed to occur when (a) a PunchlistLandlord's Construction has been substantially completed pursuant to the Construction Drawings, and certified to the parties by Landlord's architect; subject to decoration and minor mechanical or other punch-list items or adjustments that do not materially interfere with Tenant's use of the Additional Premises ("Punch-List Items"), and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor final inspection approval or other required written approval of governmental authority shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections have been issued permitting Tenant to occupy the Additional Premises. Upon completion of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that if the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements conditions of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion paragraph have been met, Tenant shall acknowledge in writing that substantial completion of Landlord's Construction has occurred, and that the Additional Premises are accepted in their "as is" condition, subject to any Punch-List Items to be completed. Landlord shall diligently complete the Punch-List Items within a reasonable time after Tenant commences occupancy of the Additional Premises, and upon completion of the Punch List Items, "Final Completion" shall be deemed to have occurred. In the event Tenant shall fail to confer with Landlord and complete the above procedures in this paragraph with respect to the substantial completion of Landlord's Construction within five (5) business days after Landlord's notice setting forth the Substantial Completion Date, (x) Tenant shall have no right to enter the Additional Premises for the purposes of conducting its business therefrom until Tenant meets with Landlord in the Additional Premises to inspect the Additional Premises and Landlord's Construction, (y) Landlord's Construction shall be deemed completed and satisfactory in all respects and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes Date, if it has not then yet occurred, shall be deemed to have occurred on the date of set forth in Landlord's notice as the Substantial Completion Date. If Landlord and attaches Tenant do not agree that substantial completion of Landlord's Construction has occurred, or they do not agree as to the Punchlist.contents of the Punch-List Items, if any, Tenant shall specify in writing within one business day after the above described inspection, all of the manners in which substantial completion is claimed not to have occurred or in which the parties disagree as to Punch-List Items to be completed. Either party may thereafter submit any such dispute or

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) Except as provided in Paragraph 10(b) below, the Leasehold Work shall be deemed to be substantially complete when (i) the Leasehold Work (except for punch list items) has been substantially completed in substantial conformity with the Leasehold Plans, and (ii) all conditions precedent to issuance of a Punchlist; and final non-residential use permit by the appropriate authorities of Mont▇▇▇▇▇▇ ▇▇▇nty, Maryland, with the exception of post-occupancy inspection by the Fire Marshal, have been satisfied. (b) Notwithstanding the foregoing, if Landlord shall be delayed in completing the Leasehold Work as a schedule result of: (i) Tenant's failure to comply with any deadline specified in this Exhibit, (ii) Tenant's request for completing all Punchlist Items changes to the Leasehold Plans subsequent to the date that such plans or working drawings were prepared and reviewed, (iii) Tenant's failure to pay when due any portion of the Tenant's Expenses or any other sums payable by Tenant pursuant to this Exhibit, (iv) Tenant's request for materials, finishes or installations as part of the Leasehold Work which constitute long-lead items, provided the same are identified by Landlord promptly after Landlord's receipt of the bid responses from the contractors who submitted bids for the performance of the Leasehold Work, (v) any delay in obtaining a building permit with respect to the Leasehold Work caused by the act or omission of Tenant, or (vi) the performance (or failure thereof) of any work by any person or firm employed or retained by Tenant (including, without limitation, the Leasehold Architect and the Leasehold Engineers (with respect to the Leasehold Plans)), then for purposes of determining the Lease Commencement Date, the work and materials to be provided by Landlord pursuant to this Exhibit shall be deemed to have been substantially completed on the date that they would have been substantially completed if such Punchlist. 13.15.2 Contractor delay or delays (each of which is referred to herein as a "TENANT DELAY") had not occurred. Landlord shall developendeavor to notify Tenant promptly if Landlord becomes aware of the existence of any such delay. Landlord agrees to use good faith reasonable efforts to counter the effect of any Tenant Delay; however, Landlord shall not be obligated to expend any additional amounts in conjunction such efforts (e.g., by employing overtime labor) unless Tenant agrees in advance to bear any incremental cost associated with MSG and Project Managersuch efforts (whether or not such efforts are ultimately successful). Notwithstanding the foregoing, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order Tenant Delay shall not be deemed to determine have delayed Substantial Completion of unless there is a direct causation between the Work Tenant Delay and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work Landlord's failure to achieve Substantial Completion. Contractor By way of example, if (I) the Lease Commencement Date is delayed by twenty (20) days, (II) there had been no delays the Lease Commencement Date would have occurred on or before April 15, 2001 and (III) fifteen (15) days of the delay are Landlord delay and five (5) days of the delay are Tenant Delay, then the Lease Commencement Date would be April 30, 2001. (c) With respect to long-lead items, Tenant shall thereafter notify MSG have ten (10) days following receipt of the bid summary and Project Manager related bid response information from Landlord to elect (i) to omit such long-lead item(s) from the Leasehold Plans, (ii) substitute such item(s) for another item(s) that it considers does not constitute a long-lead item or (iii) retain such long-lead item (s) in the Work Leasehold Plans to be installed when delivered. In the event Tenant fails timely to affirmatively elect (i), (ii) or (iii) above, Tenant shall be deemed to have achieved Substantial Completion elected (iii). Landlord shall promptly identify for Tenant after the time of submittal by Tenant of a proposed substitution, the estimated delay which will be caused by such substitution, if any. In no event shall the Lease Commencement Date be extended due to a delay in the completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all installation of the criteria for Substantial Completion have long-lead item or arising from Tenant's election to omit, substitute or retain an identified long-lead item that Tenant has been met, and notified of in accordance with the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate provisions of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistthis Work Agreement.

Substantial Completion. 13.15.1 When Contractor considers the Work “Substantial Completion” (or portions any grammatical variant thereof) of construction of the First Amendment Improvements shall be defined as the date upon which the Space Planner or other consultant engaged by Landlord reasonably determines that the First Amendment Improvements have been substantially completed in accordance with the Final Plans except for Punch List items (defined below), unless the completion of such improvements was delayed due to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: any Tenant Delay (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developdefined below), in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes which case the date of Substantial Completion shall be the date such improvements would have been completed, but for the Tenant Delays. The term “Punch List” items shall mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant’s access or use of the Expansion Premises. After the completion of the First Amendment Improvements, Tenant shall, within ten (10) days following written demand by Landlord, execute and attaches deliver to Landlord a letter of acceptance of the PunchlistFirst Amendment Improvements performed on the Expansion Premises (including the notification to Landlord of any Punch List items which shall be promptly corrected by Landlord). The term “Tenant Delay” shall include, without limitation, any delay in the completion of construction of the First Amendment Improvements resulting from (i) Tenant’s failure to comply with the provisions of this Work Letter, (ii) any additional time as reasonably determined by Landlord required for ordering, receiving, fabricating and/or installing items or materials or other components of the construction of the First Amendment Improvements which have been requested by Tenant and are above building standard, (iii) delay in work caused by submission by Tenant of a request for any change order following Tenant’s approval of the Final Plans, or for the implementation of any change order, or (iv) any delay by Tenant in timely submitting comments or approvals to the Temporary Plans or Final Plans within the time periods set forth in this Work Letter. The failure of Tenant to take possession of or to occupy the Expansion Premises following Substantial Completion and the delivery of the Expansion Premises to Tenant shall not serve to relieve Tenant of obligations arising on the Expansion Date or delay the payment of Rent by Tenant.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved The terms “substantial completion,” “Substantial Completion, Contractor shall so notify Project Manager ,” “Substantially Complete,” “Substantially complete” and MSG in writing and prepare for Project Manager and MSG: words of similar import (awhether or not spelled with initial capitals) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion used in the form attached hereto as Schedule P that establishes Amendment shall mean the date of Substantial Completion substantial completion of the Expansion Space Tenant Improvements pursuant to the Working Plans (as amended by any Change Orders) such that Tenant may commence the installation of any of Tenant’s equipment and attaches occupy the PunchlistExpansion Space for the conduct of its business (subject to the completion of any additional construction to be performed by Tenant). The Expansion Space Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor details of construction, mechanical adjustments or decorations which do not materially interfere with Tenant’s use and enjoyment of the Expansion Space remain to be performed (items normally referred to as “punch list” items). Certification by the Architect as to the substantial completion of the Expansion Space Tenant Improvements shall be conclusive and binding upon Landlord and Tenant. By taking occupancy of the Expansion Space, Tenant shall be deemed to have accepted the Expansion Space Tenant Improvements as substantially complete, except for any latent defects in the Expansion Space Tenant Improvements and except that Tenant shall, within five business days after entering into possession of the Expansion Space, provide Landlord with a list of incomplete and/or corrective items present in the Expansion Space Tenant Improvements and subject to reasonable discovery by Tenant. Tenant shall give written notice to Landlord of discovery of any latent defects in the construction of the Expansion Space Tenant Improvements within five business days of discovery of any such defect and in no event later than one year following the date of substantial completion of the Expansion Space Tenant Improvements. Landlord shall diligently complete, as soon as reasonably possible, all punch list items and adjustments that are not completed upon substantial completion of the Expansion Space Tenant Improvements. Landlord shall diligently complete, as soon as reasonably possible following Tenant’s notice thereof, the repair of any latent defects in the Expansion Space Tenant Improvements if Tenant gives notice of such defects to Landlord within one year following the date of substantial completion of the Expansion Space Tenant Improvements. The Expansion Space Commencement Date shall not be delayed because of the existence of uncorrected punch list items.

Substantial Completion. 13.15.1 When Contractor considers For purposes of the Work (or portions thereof) to have achieved Lease, “Substantial Completion, Contractor " of the Lease Improvements and Tenant Improvements shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSGoccur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a Punchlistcommercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (be) receipt by Tenant of a schedule for completing all Punchlist Items on conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such Punchlist. 13.15.2 Contractor shall developcontractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, in conjunction with MSG and Project Managernotwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a schedule setting forth anticipated dates for inspections sum equal to the cost of the Work by MSGwork and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, Project Manager when, and Architect to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in order writing (such approval not to determine Substantial Completion be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the Work corresponding construction contract. Landlord and agree upon Tenant shall cooperate reasonably in connection with the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making completion of such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedpunch-list work. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers a. Except as provided in Paragraph 6(b), the Expansion Space shall be deemed to be “substantially complete” when (i) Landlord’s Expansion Space Work has been completed (except for items of work and adjustment of equipment and fixtures that can be completed after the Expansion Space are occupied without causing substantial interference with Tenant’s use of the Expansion Space (i.e., the “punch list” items)), as reasonably determined by Landlord’s architect (based on AIA standards), and (ii) Landlord has completed the final inspection of Landlord’s Expansion Space from the appropriate governmental authority for the local jurisdiction, which final inspection does not require any additional work by Landlord in connection with Landlord’s Expansion Space Work. WDC 91102651v11 b. If Landlord shall be delayed in completing Landlord’s Expansion Space Work as a result of (1) Tenant’s failure to comply with any of the approval requirements and deadlines specified in this Exhibit or portions thereofwith any of the other requirements of this Exhibit or the Lease (as amended), (2) Tenant’s request for modifications to the Approved Expansion Space Plans or the Final Expansion Space Construction Drawings (other than pursuant to Tenant’s permitted comment period hereunder), (3) Tenant’s failure to pay when due any amount required pursuant to Section 5 of this Exhibit, (4) Tenant’s request for long lead time materials, finishes or installations, or (5) the performance or timing of any work, or the entry into the Expansion Space, by Tenant or any person or firm employed or retained by Tenant, or the unreasonable interference by Tenant or any of its Agent with Landlord’s Expansion Space Work in the Original Premises, then for purposes of determining the Expansion Space Commencement Date, Landlord’s Expansion Space Work shall be deemed to have achieved Substantial Completion, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall substantially complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion date that Landlord determines in its reasonable judgment that Landlord’s Expansion Space Work would have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSGsubstantially complete if such delay(s) had not occurred. Landlord shall provide Tenant’s direction, a Certificate Authorized Representative with notice of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistany such delays by Tenant (which notice may be electronic).

Substantial Completion. 13.15.1 When Contractor considers The following are conditions precedent to Substantial Completion for each Unit: (a) the Work results of the applicable Acceptance Test of such Unit reflect achievement of the Minimum Performance Criteria; (or portions thereofb) subject to have achieved Substantial CompletionSection 14.3, Contractor shall so notify Project Manager have paid all undisputed Delay Liquidated Damages due pursuant to Section 15.1 (provided that all amounts of disputed Delay Liquidated Damages that are ultimately determined to be due and MSG owing shall accrue interest from the date such amounts are determined to have been owed); (c) Owner has received all Contractor Deliverables in writing accordance with the Contractor Submittals Table, including all Required Manuals identified therein for delivery prior to Substantial Completion; (d) pursuant to Section 3.19.1, training of Operating Personnel is complete; (e) the Punchlist for such Unit shall be in final form or be deemed to be in final form as provided in Section 14.1.1; (f) all Work related to such Unit other than record drawings and prepare for Project Manager and MSG: items of Non-Critical Deficiency listed on the Punchlist shall have been completed without any Errors or Omissions or Defects; (ag) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develophave licensed or granted, in conjunction accordance with MSG this Agreement, all Intellectual Property Rights necessary for such Unit to be operated by Owner EXECUTION COPY without violating any of Contractor’s, any Subcontractor’s or any third party’s rights to such Intellectual Property Rights; (h) Contractor shall have delivered all applicable Conditional Waivers and Project ManagerReleases Upon Milestone or Progress Payment from Contractor, a schedule setting forth anticipated dates for inspections of and, as applicable, Conditional Waivers and Releases Upon Milestone or Progress Payment, Conditional Waivers and Releases Upon Final Payment and Unconditional Waivers and Releases Upon Final Payment from each Major Subcontractor, or shall have delivered security in lieu thereof, as required to be delivered pursuant to Section 6.4; and (i) all operational spare parts used by Contractor prior to the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine Date that the Work has not achieved Substantial Completion are to be replaced or that previously scheduled Punchlist Items have not been completed, then reconditioned by Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work pursuant to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion 3.20.3 have been met, delivered or purchased for delivery to Owner and the Punchlist Items all special tools have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlistturned over to Owner.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion, Contractor " or "Substantially Completed" as used herein shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: mean both (a) delivery of written a Punchlist; certificate of Landlord to Tenant certifying the completion of construction of the Tenant Improvements in the Premises pursuant to the approved Construction Documents with the exception of minor details of construction installation, decoration, or mechanical adjustments and punchlist items as certified to by Landlord and (b) the issuance by the City of Carlsbad of a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Managercertificate of occupancy, a schedule setting forth anticipated dates for inspections temporary certificate of occupancy or some other authorization necessary to permit Tenant to occupy and receive the beneficial use of the Work by MSG, Project Manager and Architect in order to determine Premises. Substantial Completion shall be deemed to have occurred, and completion of the Work and agree upon Tenant Improvements shall be deemed to have occurred, notwithstanding the Punchlist Items and requirement to complete "punchlist" items or similar corrective work. Tenant agrees that if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any of the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completedevents as defined below (referred to herein as a "Tenant Delay"), then Contractor such delay shall complete or rectify be the elements responsibility of Tenant, and will result in the Commencement Date of the Work that Project ManagerTerm or, Architect and MSG identified as requiring completion or rectification in order for applicable, the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers commencement of any portion of Tenant's Base Monthly Rent obligations hereunder being the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all earlier of: (i) Tenant's opening of the criteria Premises for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes business; (ii) the date of Substantial Completion and attaches or (iii) the Punchlist.date when Substantial Completion would have occurred if there had been no Tenant Delay, providing that Landlord shall not be required to work on an overtime basis in order to bring the Premises to Substantial Completion. For the purposes of this Work Letter, a Tenant Delay is defined as follows: (

Substantial Completion. 13.15.1 When Contractor considers Substantial completion" shall occur when the Work (or portions thereof) to have achieved Substantial Completion---------------------- ---------------------- Improvements are substantially completed as certified by the architect preparing the Shell Plans utilizing AIA document G704, Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections Certificate of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Managerhave occurred even though minor details of construction, Architect and MSGdecoration, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been metlandscaping, and mechanical adjustments remain to be completed by Landlord. When the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a 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 form attached hereto as Schedule P that establishes punch list. The "Target Date" for Substantial ----------- Completion of the Improvements is February 1, 1998. If the actual date of Substantial Completion is delayed beyond the Target Date because of events beyond Landlord's reasonable control, including matters of the type described in Section 23.(c), then Landlord shall have no liability therefor and attaches the Punchlistdate for Substantial Completion shall be extended by the period of any such delay. If Substantial Completion is delayed 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 event. Except if Tenant terminates this Lease under Section 1.(b), this Lease shall remain in full effect notwithstanding any delay in Substantial Completion.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved For purposes of this Lease, “Substantial Completion” of the Premises shall mean (1) Landlord has substantially completed the Tenant Improvements in accordance with the Approved Working Drawings (with the exception of any punch-list items which will not materially and adversely interfere with Tenant’s ability to commence its business operations in the Premises), Contractor shall so notify Project Manager such that Tenant can install its freestanding work stations, fixtures, furniture, equipment, and MSG in writing telecommunication and prepare cabling systems and to move into the Premises; (2) Landlord has obtained a certificate of occupancy for Project Manager the Building and MSG: (a) a PunchlistPremises, or its equivalent; and (b3) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall develop, in conjunction with MSG Tenant has been delivered complete and Project Manager, a schedule setting forth anticipated dates for inspections uninterrupted access to the Premises (and other required portions of the Building) sufficient to allow Tenant to install its freestanding work stations, fixtures, furniture, equipment, and telecommunication and cabling systems and to move into the Premises. For purposes of this Lease, “Substantial Completion” of the Storefront Work by MSGshall mean that Landlord has substantially completed the Storefront Work in accordance with the Project Plans (with the exception of any minor punch-list items which will not materially and adversely interfere with Landlord’s ability to commence construction of the Tenant Improvements and do not otherwise constitute structural components of the Base, Project Manager Shell and Architect Core). Landlord shall promptly notify Tenant in order to determine writing of the Substantial Completion of the Storefront Work and agree upon the Punchlist Items (and the schedule for their completion. Architectoccurrence of the Effective Date), Project Manager and MSG within two (2) days of such notice, Landlord shall cause its contractor to inspect the Premises with a representative of Tenant and complete a punch list of unfinished items to the Storefront Work. If, Authorized representatives for Landlord and Tenant shall execute said punch list to indicate their approval thereof. The items listed on such punch list shall be completed by the Contractor within thirty (30) days after making the approval of such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion punch list or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall soon thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedreasonably practicable. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.

Substantial Completion. 13.15.1 When Contractor considers the Work (or portions thereof) to have achieved Substantial Completion" of construction of the Tenant Improvements shall be defined as the date upon which the Space Planner or other consultant engaged by Landlord determines that the Tenant Improvements have been substantially completed in accordance with the Final Plans except for Punch List items (defined below), Contractor shall so notify Project Manager and MSG in writing and prepare for Project Manager and MSG: unless the completion of such improvements was delayed due to any Tenant Delay (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developdefined below), in conjunction with MSG and Project Manager, a schedule setting forth anticipated dates for inspections of the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work and agree upon the Punchlist Items and the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion or that previously scheduled Punchlist Items have not been completed, then Contractor shall complete or rectify the elements of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achieved. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes which case the date of Substantial Completion shall be the date such improvements would have been completed, but for the Tenant Delays. The term "Punch List" items shall mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant's use of the Premises. After the completion of the Tenant Improvements, Tenant shall, upon demand, execute and attaches deliver to Landlord a letter of acceptance of improvements performed on the PunchlistPremises. The term "Tenant Delay" shall include, without limitation, any delay in the completion of construction of Tenant Improvements resulting from (i) Tenant's failure to comply with the provisions of this Work Letter, (ii) any additional time as reasonably determined by Landlord required for ordering, receiving, fabricating and/or installing items or materials or other components of the construction of Tenant Improvements, including, without limitation, mill work, (iii) delay in work caused by submission by Tenant of a request for any change order (defined below) following Tenant's approval of the Final Plans, or for the implementation of any change order, or (iv) any delay by Tenant in timely submitting comments or approvals to the Temporary Plans or Final Plans. The failure of Tenant to take possession of or to occupy the Premises shall not serve to relieve Tenant of obligations arising on the Extension Term Commencement Date or delay the payment of Rent by Tenant. (a) Provided that as of the time of the giving of the Second Extension Notice and the Commencement Date of the Second Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice, or both; then Tenant shall have the right to extend the Lease Term for an additional term of five (5) years (such additional term is hereinafter called the "Second Extension Term") commencing on the day following the expiration of the Extension Term (hereinafter referred to as the "Commencement Date of the Second Extension Term"). Tenant shall give Landlord written notice (hereinafter called the "Second Extension Notice") of its election to extend the term of the Lease Term at least six (6) months, but not more than nine (9) months, prior to the scheduled expiration date of the Extension Term. (b) The Monthly Rent payable by Tenant to Landlord for the first year of the Second Extension Term ("Initial Monthly Rent") and for subsequent years during the Second Extension Term ("Subsequent Years Monthly Rent") (such rent to increase over the term of the Second Extension Term) shall be the then Fair Market Rent as defined in Paragraphs (c) and (d) below. Within fifteen (15) days following Tenant's delivery of the Second Extension Notice to Landlord, Landlord shall deliver to Tenant in writing Landlord's opinion as to the Fair Market Rent, the Initial Monthly Rent and the Subsequent Years Monthly Rent for the Premises for the Second Extension Term ("Landlord's Offer") and Tenant shall have fifteen (15) days following receipt of Landlord's Offer to either accept or reject such offer ("Fifteen Day Period"). If Tenant accepts Landlord's Offer, then Tenant shall notify Landlord in writing of such the parties shall promptly execute an amendment to Lease evidencing the Fair Market Rent, the Initial Monthly Rent, and the Subsequent Years Monthly Rent for the Second Extension Term and any other material terms relating to such Second Extension Term. If Tenant rejects the Landlord's Offer and Tenant is not able to obtain Landlord's consent on an alternative determination of Fair Market Rent, the Initial Monthly Rent and the Subsequent Years Monthly Rent for the Premises for the Second Extension Term within the Fifteen Day Period, then the parties shall promptly commence the selection of a Representative as set forth in Paragraph (d) below. (c) The term "Fair Market Rent" shall mean the Initial Monthly Rent and the Subsequent Years Monthly Rent, expressed as an annual rent per Premises Square Feet, which Landlord would have received from leasing the Premises for the Second Extension Term to any person or entity unaffiliated with Tenant, assuming that such space were to be delivered in its "as-is" condition, and taking into account the prevailing market rate for comparable space in the Building and comparable buildings in the vicinity of the Building (as evidenced by recent lease transactions in the past six ( 6) months), taking into account the size of the Lease, the length of the renewal term, annual market base rent escalations and the credit of Tenant. The Fair Market Rent, the Initial Monthly Rent and the Subsequent Years Monthly Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord not having to find a new tenant for such premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). The determination of Fair Market Rent as described below shall not affect or otherwise reduce or modify the Tenant's obligation to pay or reimburse Landlord for Operating Expenses and other reimbursable items during the Second Extension Term.

Substantial Completion. 13.15.1 When Subject to Section 2.1 of the Lease, Landlord shall use best efforts to cause the General Contractor considers to Substantially Complete (defined below) the Tenant Improvements in compliance with applicable building permits and all applicable laws in effect at the time of construction, in good workmanlike manner, and in accordance with the Final Drawings, by August 23, 2002 (the “Completion Date”), subject to Force Majeure Delays (as defined in Section 2.1 of the Lease) and Tenant Delays (as defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the date that is the earlier of (i) the 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”, or “Substantially Completed”, or “Substantially Complete”). If the Work (is not deemed to be Substantially Completed on or portions thereof) before the scheduled Completion Date, Landlord agrees to have achieved Substantial Completionuse reasonable efforts to Substantially Complete the Work as soon as practicable thereafter, Contractor and the other rights and obligations of the parties shall so notify Project Manager 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 MSG in writing and prepare shall be deemed to be incorporated into the Premises for Project Manager and MSG: (a) a Punchlist; and (b) a schedule for completing all Punchlist Items on such Punchlist. 13.15.2 Contractor shall developpurposes of the Lease, unless Landlord, in conjunction with MSG and Project Managerwriting, a schedule setting forth anticipated dates for inspections of indicates otherwise to Tenant. Within ten (10) business days after the Work by MSG, Project Manager and Architect in order to determine Substantial Completion of the Work Tenant Improvements, representatives of Landlord and agree upon 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 (by no later than ten (10) business days thereafter) and in good faith approve the written list of Punchlist Items. Landlord, at its sole cost and expense, shall use commercially reasonable efforts to cause the Punchlist Items and to be promptly completed and/or corrected, as applicable. If Tenant fails to cooperate with the schedule for their completion. Architect, Project Manager and MSG shall inspect the Work. If, after making such inspection, Architect, Project Manager and MSG determine that the Work has not achieved Substantial Completion joint inspection or that previously scheduled otherwise timely deliver to Landlord written notice of Punchlist Items within said ten (10) business day period, Landlord shall have not been completedno obligation to perform any such work thereafter except as otherwise provided by the express terms of this Lease, then 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 shall complete or rectify material suppliers in favor of Landlord with respect to the elements construction of the Work that Project Manager, Architect and MSG identified as requiring completion or rectification in order for the Work to achieve Substantial Completion. Contractor shall thereafter notify MSG and Project Manager that it considers the Work to have achieved Substantial Completion and the process set forth in this Section 13.15.2 shall repeat until such time as Substantial Completion is achievedTenant Improvements. 13.15.3 When Project Manager, Architect and MSG, on the basis of inspections and otherwise, determine all of the criteria for Substantial Completion have been met, and the Punchlist Items have been agreed, Project Manager will prepare, upon MSG’s direction, a Certificate of Substantial Completion in the form attached hereto as Schedule P that establishes the date of Substantial Completion and attaches the Punchlist.