Common use of Substantial Completion Clause in Contracts

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER Owner determines construction is sufficiently complete, complete in accordance with the Contract Documents and as defined in the Technical Specifications, Specifications so the OWNER Owner may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications Contract Documents (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNEROwner’s intended use of the projectProject, including the intended normal business operations of the projectProject, or detract from the aesthetic appearance of the projectProject) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project Project or such portion thereof as the case may be, have been achieved and issued to OWNER Owner and posted for the project Project or such portion thereof, including, but not limited to, a finding by the building official that the Work does not violate applicable construction and fire prevention standards or other laws that may affect safe occupancy; (b) all elements and project Project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNEROwner’s personnel in the operation of the project Project systems has been completed; and (d) no claims, liens, claims or encumbrances have been filed made, filed, or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER Owner is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER Owner a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER Owner determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER Owner within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER Owner may complete or correct the items and deduct the cost thereof from the Contract amountSum and any payments due the Contractor.

Substantial Completion. A. When, in the opinion of Contractor, the Work is Substantially Complete, Contractor shall prepare a preliminary Punch List of Work remaining to be done and deliver that Punch List to Owner's Representative with a request for evaluation of Substantial Completion. If, in the opinion of Owner's Representative, items on the preliminary Punch List are consistent with Substantial Completion, Owner's Representative shall conduct an Inspection of the Work to evaluate compliance with the Contract Documents. B. The Date Project shall not be considered Substantially Complete until: (1) All utilities and services are connected and operating, (2) All installed equipment has been tested and found to be in working condition, (3) Contractor has completed performance tests required by the Contract Documents, (4) Reports, maintenance manuals, warranties, keys, control devices, and Drawings required by the Contract Documents have been delivered to Owner, (5) Debris, waste, and excess materials have been removed from the site, and (6) Final Inspection has been passed and occupancy has been approved by the public authority. C. If, after Inspection, the Project does not qualify as Substantially Complete, Owner or Owner's Representative shall provide Contractor with a written list of the Work found to be: (1) Incomplete, (2) Out of compliance with the Contract Documents, or (3) Defective in operation or workmanship. Contractor shall complete or correct all Work listed prior to requesting a subsequent Inspection for Substantial Completion. D. Before Owner takes possession or occupancy of the Project, Contractor shall receive a comprehensive Punch List of discrepancies to be corrected or Work to be finished by Contractor and a date for completing this Work. Contractor shall complete and correct items on the Punch List by the designated date. E. The Punch List given to Contractor is a complete and final list of Defective or incomplete Work on the Project. Owner shall be deemed to have accepted Work not on the Punch List. Nothing in this paragraph shall be interpreted as relieving Contractor of the obligation to meet warranty and call-back obligations. F. Contractor shall annotate the Punch List with: (1) A detailed breakdown of the Work required to complete or correct each item, (2) The Subcontractor or trade responsible for the Work, and (3) The dates Work will commence and be finished on each item. No annotation is required for any item on the Punch List which is beyond the control of Contractor. Failure of Contractor to furnish a detailed completion Schedule for items on the Punch List shall constitute grounds for withdrawing acknowledgment of Substantial Completion. G. Owner's Representative will prepare a certificate of Substantial Completion for signature by Owner and Contractor when the Project or a specific portion of the Work Project is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and ready for occupancy. Except as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled otherwise provided in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation , signing of the project systems has been completed; certificate of completion shall: (1) Transfer to Owner responsibility for maintenance, safety, utility expense, controlling access at the site, and (d2) no liensBegin running of any warranty or call-back period on the Project. H. After Substantial Completion, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the remain responsible for: (1) Damage caused by Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to while completing the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to (2) Safety of crews when completing the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. 7.10.1.1 The Date Authority will promptly issue a written certificate that Developer has achieved Substantial Completion (the “Certificate of Substantial Completion Completion”) upon satisfaction of all of the following conditions for the Project: (a) Developer has completed the Design Work is the date the OWNER determines construction is sufficiently complete, and Construction Work in accordance with the Contract Project Documents and as defined in necessary to satisfy the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work following conditions (including, without limitation, installation and commissioning of all life safety Project equipment and systems required to be installed and commissioned by Developer); (b) all certifications for the Final Design Documents, independent design check of the Final Design Documents, all mechanical, electrical and electronics systems) are operational , and functioning as designed bridge inspection and scheduled in the Contract Documents; load rating reports have been submitted; (c) all instruction lanes of OWNER’s personnel traffic as set forth in the operation of the project systems Design Documents are in their final configuration and Developer has been completed; and (d) no liens, claims or encumbrances certified that such lanes have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work constructed in accordance with the Contract requirements of the Project Documents and are available for continuous use by traffic subject only to Permitted Closures or Closures necessary for Planned Maintenance; (d) Developer has certified that all Design Work and Construction Work for the replacement of ▇▇▇▇▇▇ Spur Rail Bridge has been completed in accordance with the requirements of the Project Documents. When ; (e) certification that all Utility Adjustment Work (excluding any Utility Adjustment Work that relates to the OWNER determines Demolition Work) has been completed in accordance with the requirements of the relevant Utility Adjustment Agreement(s); (f) certification that Developer has received, and paid all associated fees due and owing for, all applicable Governmental Approvals required for maintenance of the Replacement Bridge, and there exists no uncured violation of the terms and conditions of any such Governmental Approval (except to the extent contested in good faith); (g) all plans, manuals and reports for the Maintenance Work or designated portion thereof to be performed during the Maintenance Period have been submitted and, if applicable, approved by the Authority as required under the Project Documents; (h) Developer has prepared, in consultation with the Authority (including as contemplated in Section 7.10.1.6), and submitted the Punch List in respect of the Replacement Bridge in accordance with the procedures and schedules set forth in the Project Management Plan and there remains no Construction Work to be completed other than the Construction Work described in the definition of "Punch List"; (i) all Insurance Policies required under Article 19 (Insurance) for the Maintenance Work have been obtained and are in full force and effect, and Developer has delivered to the Authority verification of insurance coverage as required by Article 19 (Insurance); (j) Developer has certified that it has completed necessary training of personnel that will be performing the Maintenance Work and has provided the Authority with copies of training records and course completion certificates issued to each of the relevant personnel; and (k) the Authority has issued NTP 3, provided that, for the avoidance of doubt, neither the commencement of the Demolition Work nor the achievement of Demolition Completion is substantially completea condition to the achievement of Substantial Completion. 7.10.1.2 Approximately ninety (90) days prior to the date on which Developer expects to achieve all of the conditions to Substantial Completion, it will issue a Developer shall provide written notice to the Contractor establishing Authority so as to allow the Authority to commence its review of those conditions to Substantial Completion amenable to being reviewed at the time of such notice. Notification shall include a list of all requirements that will be achieved to allow the Authority's issuance of a Certificate of Substantial Completion. 7.10.1.3 Sixty (60) days prior to satisfying all conditions of Substantial Completion, Developer shall meet and confer with the Authority to confirm that the list of requirements provided for in Section 7.10.1.2 is in accordance with the Project Documents. Subsequent to this initial meeting, Developer and the Authority will meet, confer and exchange information on a regular basis with the goal being the Authority's orderly, timely inspection of the Project, review of the Final Design Documents and final Construction Documents and determination of whether Developer has satisfied all of the conditions required for the Authority's issuance of a Certificate of Substantial Completion. 7.10.1.4 Developer shall thereafter provide written notification of the day it has satisfied all requirements for the Authority's issuance of a Certificate of Substantial Completion. Within thirty (30) days of receipt of Developer's written notification and all required conditions and submittals per the Project Documents, the Authority shall conduct an inspection of the Project and its components, a review of the Final Design Documents, Construction Documents, other Submittals and such other investigation as may be necessary to evaluate whether Substantial Completion has been achieved. 7.10.1.5 Within this thirty (30) day period, the Authority shall either: (a) issue the Certificate of Substantial Completion, effective as of the date the conditions to Substantial Completion were actually satisfied; or (b) notify Developer in writing of the reasons why Substantial Completion has not been achieved provided that, in the event that any condition has not been satisfied, Developer shall be entitled to resubmit the notification provided pursuant to Section 7.10.1.4 once the relevant condition has been satisfied, whereupon the Authority shall promptly issue a Certificate of Substantial Completion in accordance with this Section 7.10.1.5. If the Authority and Developer cannot agree as to the date of Substantial Completion. The notice , such Dispute shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage be resolved according to the WorkDispute Resolution Procedures provided, and insurancehowever, and shall list remaining items that with respect to be corrected or completed. The Work not fully completed or corrected shall be completed any such Dispute, the Parties may proceed directly to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountrelevant Disputes Review Board.

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. 9.8.1 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER thereof, is substantially complete as defined abovein Subparagraph 8.1.4 of these General Conditions, the Contractor shall prepare for submission to the OWNER Design Professional(s) and Project Manager a list (the “punch list”) of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When Contractor acknowledges that when the OWNER determines Design Professional(s) and Project Manager on the basis of an inspection determine that the Work or designated portion thereof is substantially complete, it will issue and the jurisdictional authority has granted a written notice to total or partial Certificate of Occupancy, the Contractor establishing will then prepare a Certificate of Substantial Completion which includes certifications of all Design Professionals. The Certificate of Substantial Completion shall establish the date Date of Substantial Completion. The notice , shall state the responsibilities of the OWNER State and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, 9.8.2 Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor, approval for occupancy by the jurisdictional authority, certification by the Design Professional(s), and after the State has had a reasonable period of time to review and approve the Certificate, the State shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof, as provided in the Contract Documents. 9.8.3 The State may occupy or use any completed or partially completed portion of the Work at any stage, provided such occupancy or use is consented to by endorsement by the insurer provided property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the State and the Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to have agreed in writing concerning the satisfaction period for correction of the OWNER within the time period allowed Work and commencement of warranties required by the Contract Documents. In the event Consent of the Contractor fails shall not be unreasonably withheld. The process of Substantial Completion and Warranty Phase will apply to complete or correct occupied portions of the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date of “Substantial Completion Completion” is hereby defined to be the point at which Lessor has satisfied all of the Work is following conditions: (i) completion of the date the OWNER determines construction is sufficiently complete, Premises in accordance with the Contract Documents and as defined Plans described in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (Paragraph 37(b)(ii)„ subject to completion of a minor punch list items, the absence of completion of which that does not interfere with OWNER’s intended use the ability of the project, including the intended normal Lessee to conduct its business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational Premises and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor punch list shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date within thirty (30) days of Substantial Completion. The notice shall state ; (ii) availability of dial-tone at the responsibilities building (internal phone and data wiring, connections and service are Lessee’s responsibility); and (iii) Issuance of a Certificate of Occupancy, unless Lessor is delayed providing a Certificate of Occupancy as a result of Lessee accessing and/or performing work or pulling permits (or having its contractors or subcontractors perform work or pull permits) within the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage Premises prior to the issuance of a Certificate of Occupancy, such work or permits hereinafter referred to as “Lessee’s Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents”. In the event of such a delay, a Temporary Certificate of Occupancy for the Contractor fails Premises will verify completion of Lessor’s Improvements. In the event that Lessor cannot provide a Certificate of Occupancy or a Temporary Certificate of Occupancy as a result of Lessee’s Work, Lessor’s architect shall inspect the Premises and issue a letter (“Architect’s Letter) verifying that Lessor has completed Lessor’s Improvements. Notwithstanding any Temporary Certificate of Occupancy or Architect’s Letter, Lessee shall diligently pursue obtaining all approvals and/or “sign-offs” for Lessee’s Work necessary to complete or correct enable Lessor to obtain a Certificate of Occupancy for the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPremises.

Substantial Completion. Landlord shall cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements in accordance with the Final Drawings by the Commencement Date of the Lease as set forth in Section 2 of the Lease (the “Completion Date”), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, moratoriums, governmental agencies and weather, (b) the lack of availability or shortage of specialized materials used in the construction of the Tenant Improvements, (c) any matters beyond the control of Landlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the events and matters set forth in Subsections (a), (b), (c) and (d) are collectively referred to as “Force Majeure Delays”), or (e) any Tenant Delays (defined in Section 7 below). Landlord agrees that the Tenant Improvements shall be constructed (i) in accordance with all Laws, (ii) in accordance with the Final Drawings and (iii) in a good and workmanlike manner. The Date Tenant Improvements shall be deemed “Substantially Complete” on the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, final or temporary 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”) and any failure of Tenant to obtain any necessary governmental approvals for installation of Tenant’s nitrogen tank and any failure of Tenant to install the nitrogen tank shall not affect the date of Substantial Completion of the Tenant Improvements, the commencement of the Term or Tenant’s obligation to commence payment of Rent. If the Work is not deemed to be Substantially Completed on or before the date scheduled Completion Date, (i) Landlord agrees to use reasonable efforts to Substantially Complete the OWNER determines construction is sufficiently completeWork as soon as practicable thereafter, (ii) the Lease shall remain in accordance with full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the Contract Documents Lease 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 Technical SpecificationsLease) shall be extended commensurately by the amount of time attributable to such Force Majeure Delays, so and Landlord and Tenant shall execute a written amendment to the OWNER may occupy or use the WorkLease evidencing such extensions of time, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined substantially in the Technical Specifications (subject form of Exhibit F to completion the Lease. Subject to the provisions of minor punch list itemsSection 10.2 of the Lease, the absence of completion of which does not interfere with OWNER’s intended use Tenant Improvements shall belong to Landlord and shall be deemed to be incorporated into the Premises for all purposes of the projectLease, including the intended normal business operations of the projectunless Landlord, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permitsin writing, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued indicates otherwise to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountTenant.

Substantial Completion. The Date Each of the following conditions must be met for “Substantial Completion” to occur: (a) Mechanical Completion and Phase I Substantial Completion have been achieved; (b) the most recent Completed Performance Test demonstrates concurrent achievement of (i) the Activated Carbon Production Requirement (or the Minimum Carbon Capacity Generation), (ii) the Activated Carbon Specification Requirement, (iii) the Lime Consumption Requirement (or the Maximum Lime Consumption Requirement), (iv) the Net Electrical Output Requirement (or the Minimum Net Electrical Output Requirement), (v) the Environmental Compliance Requirement and (vi) compliance with all Applicable Legal Requirements applicable to Contractor under this Agreement and necessary for the Project to be capable of operations in compliance therewith as applicable and in accordance with Appendix C, all as more particularly set forth in Appendix C; (c) during the Completed Performance Test, (i) the Project, its individual components, systems, subsystem and Equipment were not operated outside their designed continuous rated limits, (ii) only the normal contingent or operating Personnel performing their anticipated normal operations and maintenance activities with respect to the Project were required to operate and maintain the Project during the conduct of such Completed Performance Test and (iii) no temporary or special equipment that is not part of the Work is the date the OWNER determines construction is sufficiently complete, was required to conduct or complete such Completed Performance Test; (d) there are no Liens (except those for which a Contractor ▇▇▇▇ ▇▇▇▇ has been provided in accordance with the Contract Documents terms of this Agreement) resulting from the actions or failure to act of Contractor, its Personnel or any of the Owner Suppliers, other than Liens resulting from the failure of Owner to pay all amounts due to Contractor and/or Owner Suppliers in accordance with the terms of this Agreement; (e) Contractor has provided to Owner special tools and as defined spare parts identified by Owner after review of the special tools and supplier recommended spare parts list provided by Contractor pursuant to Appendix A which are required in connection with the Technical Specifications, so the OWNER Project. Special tools may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (be reconditioned subject to completion of minor punch list items, Owner approval; (f) the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding substantially final Project O&M Manual with respect to the Work. Project and all other Submittals required to be submitted prior to or as a condition of Substantial Completion date(s), if any, are specified elsewhere have been provided. (g) Contractor has completed all Work on or with respect to the Project so that the Project is capable of being operated in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list normal course of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work business in accordance with the Contract Documents. When operating procedures set forth in the OWNER determines that Project operations and the Work or designated portion thereof is substantially completeProject and Prudent Industry Practices, it will issue a written notice to except for any remaining items set forth in the Punch List; (h) Contractor establishing the date of has obtained all Contractor Permits required for Substantial Completion. The notice shall state ; and (i) Contractor has completed the responsibilities training of Owner-provided personnel required for the operation and maintenance of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage Project pursuant to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.Appendix A.

Substantial Completion. The Date of d, the all oth portio Ow er g n fo grees to ac § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which thereof alone does not interfere with OWNER’s intended use indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the project, including the intended normal business operations of the project, Work or detract from the aesthetic appearance of the project) and: (a) all designated portion thereof to be achieve have received a temporary or required governmental certificates final certificate of occupancy (if necessary for occupancy) and other permits, inspections approvals necessary and certifications required for the project Owner to occupy or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in utilize the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. designated purpose. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined aboveOwner a § 9.8.3 Upon receipt of the Contractor’s punch list, the Owner, Contractor shall prepare for submission and the Architect will jointly make an inspection to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section 9.8.3 there is not agreement between or among the Owner, Contractor and the Architect as to whether Substantial Completion has been achieved, the stage of the progress of the Work shall be determined by decision of the Architect. § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Date of Substantial Completion For purposes of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the projectLease, including this Tenant Work Letter, “Substantial Completion” (and any correlative variations thereof) of Landlord’s Work and the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding Tenant Improvements with respect to the Phase I Premises and the Phase II Premises shall mean that all of the following are completed: (i) completion of construction of the applicable Landlord’s Work and the Tenant Improvements pursuant to the Approved Working Drawings for Landlord’s Phase I Work or the Approved Working Drawings for Landlord’s Phase II Work, as applicable, and Approved Working Drawings for the Tenant Improvements (as applicable), with the exception of any “Punch List Items” (as defined below), (ii) Landlord has obtained a temporary or permanent certificate of occupancy for the Phase I or Phase II Premises (as applicable) (provided that such condition shall be deemed waived by Tenant if such certificate of occupancy is not available because of Tenant Delays or Tenant performing ongoing work at the Property or if such certificate of occupancy is not available as a result of any other action or omission of Tenant, its employees, agents or contractors which directly or indirectly prevents Landlord from being able to obtain such certificate of occupancy) and (iii) the Phase I or Phase II Premises (as applicable) is in the Required Delivery Condition (as defined in Section 1.1.2.E of the Lease). Substantial Completion date(sshall be determined during the Phase I Walkthrough (as defined in Section 1.1.2B of the Lease) or the Phase II Walkthrough (as defined in Section 1.1.2.D of the Lease), if any, are specified elsewhere in as applicable. For the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined abovepurposes of this Tenant Work Letter, the Contractor term “Punch List Items” shall prepare for submission to the OWNER a list mean minor details of items to be completed construction or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines decoration or mechanical adjustments that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited toa) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to can reasonably be corrected or completed. The Work not completed after the date Tenant commences its operations within the Phase I Premises or the Phase II Premises (as applicable) without causing substantial interference with Tenant’s operations therein and (b) can reasonably be corrected or completed within thirty (30) days (if Tenant fully completed or corrected cooperates in providing Landlord with appropriate access, provided such access can be granted without causing substantial interference with Tenant’s operations therein), and which shall be completed within thirty (30) days after Tenant’s notice of such items to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted timeLandlord (so long as Tenant fully cooperates in providing Landlord with appropriate access, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountprovided such access can be granted without causing substantial interference with Tenant’s operations therein).

Substantial Completion. The Date 7.1.1 When: (a) the Project is substantially complete and Contractor has complied with all provisions of Substantial Completion this EPC Contract relating to the installation of all components and systems of the Project (except for completion of insulation, painting, final grading and any other portion of the Work not affecting the operability, safety, mechanical and/or electrical integrity of the Project); (b) the Project is mechanically and electrically sound; (c) the date the OWNER determines construction is sufficiently completeProject has completed initial operation, in accordance with the Contract Documents adjustment and testing for Substantial Completion, as defined in Exhibit D hereto; and (d) Contractor has submitted draft as-built drawings and operation and maintenance manuals to the Technical SpecificationsOwner's Representative, so such drafts to be in sufficient detail for Owner to operate and maintain the OWNER may occupy Project; Contractor shall serve notice on the Owner's Representative to that effect. 7.1.2 The Owner's Representative shall inspect the Work within 14 (fourteen) days of receipt of Contractor's notice under Subsection 7.1.1, and shall either: (a) countersign Contractor's notice as described in Exhibit B hereto, at which stage, Substantial Completion shall have occurred as of the date of Contractor's notice; or (b) issue a notice to Contractor specifying the Work which is required to be done to comply with the requirements of Subsection 7.1.1 before Substantial Completion is achieved, in which case Contractor shall be entitled to receive the Owner's Representative's countersignature within 14 (fourteen) days of completion of the Work specified in such notice, and Substantial Completion shall occur on the date of completion of such Work. 7.1.3 Notwithstanding any other provision of this EPC Contract, if the Project has met the requirements set forth in Sections 7.1.1(a), (b) and (d), but due to the occurrence of any of the events described in Section 5.4.1(e) or use (f) Contractor is unable to carry out the Work, or designated portion thereof, testing for its intended purpose, without restriction and all punch list items completed Substantial Completion as defined in Exhibit D hereto within 60 (sixty) days after the Technical Specifications Scheduled Substantial Completion Date (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use taking into account any extensions of the project, including the intended normal business operations Scheduled Substantial Completion Date by virtue of the project, or detract from the aesthetic appearance occurrence of the projectevents described in Section 5.4.1(e) and: or (a) all designated or required governmental certificates of occupancy and other permitsf)), inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. then Substantial Completion date(s)shall be deemed to have occurred, if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the and Contractor shall prepare for submission be entitled to payments corresponding to Substantial Completion under the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountMilestone Payment Schedule.

Substantial Completion. The Date Landlord shall cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements within a commercially reasonable time (the “Completion Date”), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of Substantial Completion God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy any utility or use other service required for performance of the Work, or designated portion thereofmoratoriums, for its intended purposegovernmental agencies, without restriction delays on the part of governmental agencies and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsweather, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included the lack of availability or shortage of specialized materials used in the Work (includingconstruction of the Tenant Improvements, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction any matters beyond the control of OWNERLandlord, the General Contractor or any subcontractors, or (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s personnel use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the operation of the project systems has been completed; events and matters set forth in Subsections (a), (b), (c) and (d) no liens, claims or encumbrances have been filed or are outstanding with respect collectively referred to as “Force Majeure Delays”). The Tenant Improvements shall be deemed substantially complete on the Work. Substantial Completion date(s), if any, are specified elsewhere in earlier of the Contract Documents. When the Contractor considers date that the WorkGeneral Contractor issues to Landlord a notice of substantial completion, or a designated portion thereof which is acceptable to so long as Tenant may legally occupy the OWNER is substantially complete as defined above, the Contractor shall prepare Expansion Premises but for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Tenant’s Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction date that the building officials of the OWNER within applicable governmental agency(s) issues its final approval of the time period allowed by construction of the Contract Documents. In Tenant Improvements whether in the event form of the Contractor fails to complete or correct the remaining items within the allotted timeissuance of a final permit, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.certificate

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, (a) Except as provided in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsParagraph 6(b) hereof, the absence Premises shall be deemed to be ready for occupancy when all work and materials to be provided by Landlord pursuant to this Exhibit, have been substantially completed (except for items of completion work and adjustment of which does not interfere equipment and fixtures that can be completed after the Premises are occupied without causing substantial interference with OWNERTenant’s intended use of the projectPremises (i.e., including the intended normal business operations of the project“punch list” items)), or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates and a final, unconditional and irrevocable certificate of occupancy and other permits, inspections and certifications shall have been issued for the project Premises by the Township of Bridgewater, New Jersey (provided that such certificate of occupancy shall not be a condition if any act or such portion thereof as omission of Tenant has caused the case may be, have been achieved and issued County to OWNER and posted for the project withhold or such portion thereof; delay its issuance). (b) all elements If Landlord shall be delayed in completing the work and project systems included in the Work materials to be provided pursuant to this Exhibit as a result of (including, without limitation, all life safety systems1) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNERTenant’s personnel in the operation failure to comply with any of the project systems has been completed; approval requirements and deadlines specified in this Exhibit or with any of the other requirements of this Exhibit or the Lease, (d2) no liensTenant’s request for modifications to the Approved Tenant Space Plans or the Final Construction Drawings, claims (3) Tenant’s failure to pay when due any amount required pursuant to this Exhibit, (4) Tenant’s request for long lead time materials, finishes or encumbrances installations, or (5) the performance or timing of any work, or the entry into the Premises, by Tenant or any person or firm employed or retained by Tenant, then for purposes of determining the Lease Commencement Date, the work and materials to be provided pursuant to this Exhibit shall be deemed to have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER that Landlord determines in its reasonable judgment that such work and the Contractor for (but materials would have been substantially complete if such delay(s) had not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountoccurred.

Substantial Completion. The Date 6.6.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete. Within five (5) days of Owner's receipt of Design-Builder's notice, Owner and Design-Builder will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If such Work is substantially complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose(ii) the remaining items of Work that have to be completed before final payment, without restriction and all punch list items completed as defined in (iii) provisions (to the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does extent not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled already provided in the Contract Documents; (c) all instruction of OWNER’s personnel in establishing Owner's and Design-Builder's responsibility for the operation of the project systems has been completed; Project's security, maintenance, utilities and insurance pending final payment and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. 6.6.2 Upon Substantial Completion of the OWNER and the Contractor for (but not limited to) securityentire Work or, maintenanceif applicable, heat, utilities, damage to any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion. 6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design-Builder and insuranceOwner have obtained the consent of their sureties and insurers, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) Owner and Design-Builder agree that Owner's use or occupancy will not interfere with Design-Builder's completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date 1. Landlord and Tenant specifically agree that Tenant shall be solely responsible for the installation of Substantial Completion of its server(s) and any associated data cabling (the “Excepted Work”). While the Excepted Work is shall be shown on the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsplans, the absence actual installation of completion such items shall be specifically excluded from the Budget and the scope of which does not interfere Landlord’s Work and shall be performed by Tenant at its sole cost and expense. Except as provided in Paragraph 6(b), the Expansion Premises shall be deemed to have been substantially complete when the work and materials to be provided pursuant to this Exhibit (except for items of work and adjustment of equipment and fixtures that can be completed after the Expansion Premises are occupied without causing substantial interference with OWNERTenant’s intended use of the projectExpansion Premises (i.e., including the intended normal business operations “punch list” items)) have been completed, as reasonably determined by Landlord. 2. If Landlord shall be delayed in completing the work and materials to be provided pursuant to this Exhibit as a result of any of the projectfollowing (each, a “Tenant Delay”): (1) Tenant’s failure to comply with any of the deadlines specified in this Exhibit or with any of the other requirements of this Exhibit or the Lease, (2) Tenant’s request for modifications to plans or working drawings subsequent to the date such plans or working drawings are approved by Landlord, (3) Tenant’s failure to pay when due any amount required pursuant to this Exhibit, (4) Tenant’s request for long lead time materials, finishes or installations, or detract from (5) the aesthetic appearance performance of any work, or the project) and: (a) all designated entry into the Leased Premises, by Tenant or required governmental certificates any person or firm employed or retained by Tenant, then for purposes of occupancy determining the Term Commencement Date and other permitsthe Rent Commencement Date, inspections the work and certifications for the project or such portion thereof as the case may be, materials to be provided pursuant to this Exhibit shall be deemed to have been achieved substantially complete on the date that Landlord determines in its reasonable judgment that such work and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances materials would have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on if such list does delay(s) had not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountoccurred.

Substantial Completion. The Date of 7.3.1 Substantial Completion of shall be achieved not later than the Work Substantial Completion Date set forth in the Project Schedule. 7.3.2 When CM@R considers that the Construction Work, phase, or a portion thereof that City agrees to accept separately, is the date the OWNER determines construction is sufficiently substantially complete, CM@R will prepare and submit to the Project Manager a comprehensive Punch List of items to be completed or corrected prior to Final Completion and Final Payment. Failure to include an item on such Punch List does not alter the responsibility of CM@R to complete all Construction Work in accordance with the Contract Documents. 7.3.3 Upon receipt of CM@R’s Punch List, Project Manager will make an inspection to determine whether the Construction Work, or designated portion thereof, is substantially complete. Project Manager may, at Project Manager’s sole option, be assisted in such inspection by the Design Professional for the Project. If the inspection by the Project Manager discloses any item, whether or not included on CM@R’s Punch List, which is not sufficiently completed in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may that City can occupy or use utilize the Work, phase, or designated portion thereof, for its intended purposeuse, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use CM@R shall complete or correct such item upon notification by Project Manager before issuance of the projectCertificate of Substantial Completion. In such case, including the intended normal business operations CM@R shall submit a request for another inspection by Project Manager to determine Substantial Completion. 7.3.4 The Project Manager will not issue a Certificate of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy Substantial Completion unless and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in until the Work (including, without limitation, all life safety systems) are operational and functioning or separable units or Phases as designed and scheduled provided in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; is essentially and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially satisfactorily complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines , such that the Work or designated portion thereof Project is substantially completeready for use by City for its intended purpose, it will issue a written notice including, to the Contractor establishing extent applicable to the date Work, the following: all materials, equipment, systems, controls, features, facilities, accessories, and similar elements are installed in the proper manner and in operating condition, inspected and approved; surfaces have been painted; masonry and concrete cleaned with any sealer or other finish applied; utilities and systems connected and functioning; site work complete; permanent heating, ventilation, air condition, vertical transportation, and other systems properly operating with proper controls; lighting and electrical systems installed, operable, and controlled; paving completed, signage installed, and/or other work as applicable, has been performed to a similar state of essential and satisfactory completion. A minor amount of Work, as determined by and at the discretion of the Project Manager, such as installation of minor accessories or items, a minor amount of painting, minor replacement of defective work, minor adjustment of controls or sound systems, or completion or correction of minor exterior work that cannot be completed as a result of weather conditions, will not delay determination of Substantial Completion. The notice shall state the responsibilities If prior written approval is obtained from City for purposes of Substantial Completion, specified areas of the OWNER entire Work or Project may be individually certified as Substantially Complete. In no event may Substantial Completion be deemed to have occurred unless and until: (i) a temporary certificate of occupancy has been issued by the Contractor for appropriate Governmental Authorities (but not limited toas applicable) securityand (ii) all terms and Work required under this Agreement have been fulfilled by CM@R and same approved and accepted by City, maintenance, heat, utilities, damage subject only to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPunch List items.

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. 9.7.1 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER of work, is substantially complete as defined abovein Subparagraph 8.1.3, the Contractor shall prepare for submission to the OWNER Project Manager a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When the OWNER Project Manager, on the basis of inspection, determines that the Work or designated portion thereof is substantially complete, it the Project Manager will issue then prepare a written notice to the Contractor establishing the date Certificate of Substantial Completion. The notice Completion of the Work, said time to be within the Contract time unless extended pursuant to paragraph 8.3 of the Work, shall state the responsibilities of the OWNER County and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall list remaining fix the time within which the Contractor shall complete the items to listed therein. AIA Document G704, Certificate of Substantial Completion, or other substitute form supplied and required by the County shall be corrected or completedused. The Certificate of Substantial Completion of the Work not fully completed or corrected shall be completed submitted to the satisfaction County and the Contractor for their written acceptance of the OWNER within responsibilities assigned to them in such Certificate. 9.7.2 Upon Substantial Completion of the time period allowed work or designated portion thereof, and upon application by the Contractor and certification by the Project Manager, the County shall make payment, reflecting adjustments in retainage, if any, for such Work or portion thereof as provided in the Contract Documents. In . 9.7.3 When the event Project Manager, on the basis of inspections, determines that the Project or designated portion thereof is substantially complete, the Project Manager will then prepare a Certificate of Substantial Completion of the Project which shall establish the Date of Substantial Completion of the Project and fix the time within which the Contractor fails to shall complete or correct any uncompleted items of the remaining items within Certificate of Substantial Completion of the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date 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 any 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 obtained a temporary or final Certificate of Occupancy for the Premises from the City of Austin (or Landlord would otherwise be able to obtain such a certificate but for work not then completed by Tenant’s contractors, vendors, employees or agents). Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedies for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be (i) the resulting postponement (if any) of the commencement of rental payments under the Lease and (ii) the rights expressly provided Tenant in Section 3.A of the Lease. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Landlord Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) andincluding: (a) all designated Tenant’s failure to furnish information or required governmental certificates of occupancy and other permitsapprovals within any time period specified in the Lease, inspections and certifications for including the project failure to prepare or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project approve preliminary or such portion thereoffinal plans by any applicable due date; (b) all elements and project systems included in Tenant’s selection of non-building standard equipment or materials, but only to the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in extent the Contract Documentsavailability of such materials differs from the availability of building standard equipment or materials; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completedchanges requested or made by Tenant to previously approved plans and specifications; and (d) no liens, claims activities or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere performance of work in the Contract Documents. When Premises by Tenant or Tenant’s contractor(s) during the Contractor considers that performance of the Landlord Work, or (e) any acts or omissions of Tenant that delay or prohibit Landlord from obtaining a designated portion thereof which is acceptable to Certificate of Occupancy for the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPremises.

Substantial Completion. The Date Lessor shall use its reasonable efforts ---------------------- to cause the Work to be "substantially completed" on or before May 1, 1994, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of Substantial Completion any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the control of Lessor (or beyond the control of Lessor's contractors or subcontractors performing the Work) and also subject to "Lessee Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease upon the earlier of the date Lessee first takes occupancy of the OWNER determines construction is sufficiently completeDemised Premises, or Lessor's architect issues a written certificate to Lessor and Lessee, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents Working Drawings such that Lessee can legally occupy the Demised Premises and utilize same for the purposes intended under the Lease. If the Work is not deemed to be substantially completed on or before May 1, 1994, (a) Lessor agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, except that, subject to the succeeding sentence, the Commencement Date (as defined in the Technical Specifications, so Lease) shall not occur until the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to substantial completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and (c) Lessor shall list remaining items not be deemed to be corrected in breach or completed. The Work not fully completed or corrected shall be completed to the satisfaction default of the OWNER within Lease or this Work Letter as a result thereof and Lessor shall have no liability to Lessee as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise). Notwithstanding the time period allowed by the Contract Documents. In foregoing, in the event the Contractor fails Work is not substantially complete by May 1, 1994, as a result of a Lessee Delay (defined below), the Work shall be deemed to be substantially complete on the date that construction of the Work would have been substantially complete, but for Lessee's Delay (as reasonably determined by Lessor). Lessor agrees to use reasonable diligence to complete or correct all punchlist work listed in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date Landlord shall cause the Work to be "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.05 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Work. Substantial Completion date(s)contrary, if any, are the Commencement Date of the Lease Term as specified elsewhere in Section 1.05 of the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable Lease shall be extended to the OWNER date on which the Work is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items deemed to be substantially completed or corrected. The failure to include any items on such list does not alter and the responsibility Expiration Date of the Contractor to complete the Work Lease Term as specified in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date Section 1.06 of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.the

Substantial Completion. The Date of “Substantial Completion of Completion” shall have been achieved when the Work is the date the OWNER determines construction is sufficiently complete, complete in accordance with the Contract Documents so (i) Owner can occupy and as defined in utilize the Technical SpecificationsSite for its intended use, so (ii) a temporary or permanent certificate of occupancy for the OWNER may occupy or Project (or, if the AHJ does not issue certificates of occupancy for projects like the Project and a certificate of occupancy is not necessary for Owner’s use of the Work, or designated portion thereof, Project for its intended purpose, without restriction a certificate of compliance) and all punch list other governmental permits for the occupancy and use of all of the Project have been issued, (iii) all systems to be constructed or installed by Contractor are fully functional, (iv) Contractor has delivered the As-Builts, and (v) the Work is complete except for minor items set forth on the Punch List which are not required to be completed as defined in for Owner to occupy and use the Technical Specifications Building for its intended purpose, which can reasonably be completed within thirty (subject to completion of minor punch list items30) days, and the absence of completion of which does while Owner and its licensees occupy the Site will not interfere with OWNER’s intended such use and occupancy of the project, Site (including applicable parking and recreational facilities) for their intended purpose and will not delay or render more expensive in any material way the intended normal business operations completion and correction of the project, or detract from Punch List items. Contractor acknowledges that the aesthetic appearance standard for Substantial Completion of an educational facility is significantly more stringent than the standard customary in the construction industry generally because of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued intensive uses to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in which educational facilities are put. Contractor shall construct the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. achieve Substantial Completion date(s), if any, are specified elsewhere in of all Work on or before the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Required Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCompletion Date.

Substantial Completion. The Date Landlord shall cause the Work to be ---------------------- "substantially completed" on or before the scheduled date of Substantial Completion commencement of the Term subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's general contractor issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate, which "punchlist items" shall include the items in the "punchlist" contemplated by Article 1 of the Lease) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: Term, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liens, claims or encumbrances have been filed or are outstanding with respect except in the event of Tenant Delays and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the WorkTerm, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid general contractor's certificate promptly after substantial completion.

Substantial Completion. Landlord shall construct the Tenant Improvements and the Tenant Improvements and deliver the Premises "ready for occupancy" (as defined below) to Tenant on or about November I, 2019. The Date Premises will be conclusively deemed "ready for occupancy" on the earlier to occur of Substantial Completion when: (i) the work to be done under this Work Letter has been substantially completed and after the issuance of a conditional or temporary certificate of occupancy for the Premises by the appropriate government agency within whose jurisdiction the Building is located, or (ii) when Tenant takes possession of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, Premises for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of its business. The Premises will not be considered unready or incomplete if (i) only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done within the project systems has been completedPremises or Common Areas of the Building, (ii) only landscaping or exterior trim remains to be done outside the Premises, (iii) Tenant’s work is incomplete; and (div) no liens, claims or encumbrances have been filed or are outstanding with respect to if the Work. Substantial Completion date(s), if any, are specified elsewhere delay in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility availability of the Contractor Premises for Tenant's occupancy is caused in whole or in material part by Tenant. By occupying the Premises for the operation of its business, Tenant will be deemed to complete have accepted the Work Premises and to have acknowledged that they are in accordance with the Contract Documents. When condition called for in this Lease, subject only to "punch list" items (as the OWNER determines that term "punch list" is customarily used in the Work or designated portion thereof construction industry in the area where the Project is substantially complete, it will issue a located) identified by Tenant by written notice delivered to the Contractor establishing Landlord within ten (10) days after the date of Substantial Completion. The notice shall state the responsibilities Landlord tenders possession of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage Premises to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.Tenant

Substantial Completion. The Date 6.6.1 Construction Manager at Risk shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete. Within five (5) days of Owner’s receipt of Construction Manager at Risk’s notice, Owner and Construction Manager at Risk will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If the parties agree that such Work is substantially complete, Construction Manager at Risk shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as agreed upon by the case may beparties, (ii) the remaining items of Work that have been achieved and issued to OWNER and posted for be completed before final payment, (iii) provisions (to the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled extent not already provided in the Contract Documents; (c) all instruction of OWNERestablishing Owner’s personnel in and Construction Manager’s at Risk responsibility for the operation of the project systems has been completed; Project’s security, maintenance, utilities and insurance pending final payment and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. 6.6.2 Owner, at its option, may use a portion of the OWNER Work which has been determined to be substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Construction Manager at Risk and Owner have obtained the Contractor for (but not limited to) securityconsent of their sureties and insurers, maintenance, heat, utilities, damage and to the Workextent applicable, the appropriate government authorities having jurisdiction over the Project, and insurance, (iii) Owner and shall list remaining items to be corrected Construction Manager at Risk agree that Owner’s use or completed. The Work occupancy will not fully completed or corrected shall be completed to the satisfaction interfere with Construction Manager at Risk’s completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. A. When, in the opinion of Contractor, the Work is Substantially Complete, Contractor shall prepare a preliminary Punch List of Work remaining to be done and deliver that Punch List to Owner's Representative with a request for evaluation of Substantial Completion. If, in the opinion of Owner's Representative, items on the preliminary Punch List are consistent with Substantial Completion, Owner's Representative shall conduct an Inspection of the Work to evaluate compliance with the Contract Documents. B. The Date Project shall not be considered Substantially Complete until: (1) All utilities and services are connected and operating, (2) All installed equipment has been tested and found to be in working condition, (3) Contractor has completed performance tests required by the Contract Documents, (4) Reports, maintenance manuals, warranties, keys, control devices, and Drawings required by the Contract Documents have been delivered to Owner, (5) Debris, waste, and excess materials have been removed from the site, and (6) Final Inspection has been passed and occupancy has been approved by the public authority. C. Any acknowledgment of Substantial Completion may be annotated to indicate that it is not applicable to specified portions of the Work. D. If, after Inspection, the Project does not qualify as Substantially Complete, Owner or Owner's Representative shall provide Contractor with a written list of the Work is the date the OWNER determines construction is sufficiently completefound to be: (1) Incomplete, in accordance (2) Out of compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkDocuments, or designated portion thereof, (3) Defective in operation or workmanship. Contractor shall complete or correct all Work listed prior to requesting a subsequent Inspection for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use Substantial Completion. E. Before Owner takes possession or occupancy of the projectProject, including Contractor shall receive a comprehensive Punch List of discrepancies to be corrected or Work to be finished by Contractor and a date for completing this Work. Contractor shall complete and correct items on the intended normal business operations Punch List by the designated date. F. The Punch List given to Contractor is a complete and final list of Defective or incomplete Work on the Project. Owner shall be deemed to have accepted Work not on the Punch List. Nothing in this paragraph shall be interpreted as relieving Contractor of the project, obligation to meet warranty and call-back obligations. G. Owner's Representative will prepare a certificate of Substantial Completion for signature by Owner and Contractor when the Project or detract from the aesthetic appearance a specific portion of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications Project is ready for the project or such portion thereof occupancy. Except as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled otherwise provided in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation , signing of the project systems has been completed; certificate of completion shall: (1) Transfer to Owner responsibility for maintenance, safety, utility expense, controlling access at the site, and (d2) no liens, claims Begin running of any warranty or encumbrances have been filed or call-back period on the Project. Notice required by California Business and Professions Code § 7030: Contractors are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items required by law to be completed licensed and regulated by the Contractors State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or corrected. The failure to include any items on such list does not alter the responsibility omission is filed within four years of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completionthe alleged violation. The notice shall state the responsibilities A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the OWNER and date of the Contractor for (but not limited to) security, maintenance, heat, utilities, damage alleged violation. Any questions concerning a contractor may be referred to the WorkRegistrar, and insuranceContractors State License Board, and shall list remaining items to be corrected or completed▇.▇. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time▇▇▇ ▇▇▇▇▇, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or use utilize the Work, or designated portion thereof, Work for its intended purpose, without restriction and use; all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project Project systems included in the Work (includingor designated portion thereof have been successfully tested and are fully operational; all required governmental inspections and certifications required of the Work have been made, without limitation, all life safety systems) are operational approved and functioning as designed and scheduled in the Contract Documentsposted; (c) all designated initial instruction of OWNEROwner’s personnel in the operation of the project Project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to all the Work. Substantial Completion date(s), if any, are specified elsewhere required finishes set out in the Contract DocumentsConstruction Documents are in place. The only remaining Work shall be minor in nature so that the Owner can occupy the Work or the applicable portion of the Work for all of its intended purposes on that date; and the completion of the Work by the Contractor will not materially interfere with or hamper Owner’s normal school operations or other intended use. As a further condition of a determination of Substantial Completion, the Contractor shall certify that all remaining Work shall be § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect a comprehensive list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such list does not alter the responsibility of the Contractor to complete the 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 § 9.8.4 When the OWNER determines that the Work or designated portion thereof is substantially complete, it the Architect will prepare, sign and issue a written notice to the Contractor establishing Owner’s Certificate of Final Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents. In Documents shall commence on the event date of Final Completion of the Work or designated portion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Landlord and Tenant shall cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements in accordance with the Final Drawings by the Commencement Date of the Lease as set forth in Section 2 of the Lease (THE "COMPLETION DATE"), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, moratoriums, governmental agencies and weather, (b) the lack of availability or shortage of specialized materials used in the construction of the Tenant Improvements, (c) any matters beyond the control of Landlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant's use or Tenant's specialized tenant improvements, in which event such delays are considered Tenant Delays) (the events and matters set forth in Subsections (a), (b), (c) and (d) are collectively referred to as "Force Majeure Delays"), or (e) any Tenant Delays (defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, certificate of occupancy or the written approval evidencing its final inspection on the building permit(s), or 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 before the scheduled COMPLETION DATE, (i) Landlord agrees to use reasonable efforts to Substantially Complete the Work as soon as practicable thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the Lease 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. As soon as practicable after Substantial Completion of the Work is Tenant Improvements, representatives of Landlord and Tenant shall make a joint inspection of the date Premises, and the OWNER determines construction is sufficiently completeresults 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 approve the written list of Punchlist Items in writing. Landlord, in accordance at its sole cost and expense, shall use commercially reasonable efforts to cause the Punchlist Items to be promptly completed and/or corrected, as applicable. The performance of the work associated with the Contract Documents and Punchlist Items shall be performed in such a manner so as defined not to preclude or substantially prevent Tenant's conduct of its operations in the Technical Specifications, so Premises. Upon the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or Punchlist Items Tenant shall promptly notify Landlord in writing that such portion thereof as the case may be, items have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountTenant's reasonable satisfaction.

Substantial Completion. The Date Coordinate with the Architect the issuance of a Certificate of Substantial Completion (as contemplated under AIA Form B141) for the Project Development and supervise and conduct with the Architect and General Contractor a final inspection of the Work is Project Development in the date presence of Owner. Following such final inspection, Solomon shall prepare, in concert with the OWNER determines construction is sufficiently completeArchitect and General Contractor, a final report describing the Punchlist Items and, after approval thereof by Owner (which approval shall not be unreasonably withheld or delayed), supervise the General Contractor and/or subcontractors, as appropriate, in the satisfaction of the Punchlist Items in accordance with the Contract Documents terms of this Agreement. The project completion date (the “Project Completion Date”) shall be the date that each of the following have occurred: (i) A final certificate of occupancy has been issued by the appropriate governmental authority; (ii) A certificate of substantial completion has been provided by the Project architect; (iii) A written notice from the Construction Lender and/or its inspecting engineer that the Project is “completed” to the Construction Lender’s satisfaction and, if applicable, written notice for the inspecting engineer retained by Owner that the Project is substantially completed; (iv) The compilation of a “punchlist of items requiring work, the aggregate cost of which is no more than 2.5% of the Project Budget; (v) The General Contractor’s final affidavit and lien release, unless outstanding items are bonded over the Owner’s satisfaction and an ALTA Policy of Title Insurance is delivered that shows no liens or rights to liens on the Project; and (vi) The execution, delivery and recording of all easement and other agreements between Owner and Original Purchaser, the owner of Lot 2 adjacent to the Property, contemplated pursuant to the Declaration of Restrictions and Agreement to Convey Easements; (vii) Receipt of all Operational Licenses and Permits that are necessary for the Manager to supervise, direct and control the day to day business activities and management of the Project and all phases of its operations in the name of and on behalf of Tenant upon the terms and conditions stated in the Management Agreement and in compliance with all Legal Requirements (as such term is defined in the Technical SpecificationsManagement Agreement). (viii) Assignment by Solomon of all contractor warranties and warranties and guaranties given covering any furniture, so the OWNER may occupy or use the Workequipment, or designated portion thereofmachinery, for its intended purposebuilding supplies and materials, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsappliances, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy fixtures and other permitsproperty now or hereafter located on or placed upon or relating to the Project , inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in warranties on the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Workroof, and insurancewarranties on the air conditioning, heating and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items other appliances and deduct the cost thereof from the Contract amountequipment.

Substantial Completion. a. The Date Premises shall be deemed to be substantially complete when the work to be performed by Landlord pursuant to the plans and working drawings approved by Landlord and Tenant has been completed and approved by the appropriate governmental authorities as certified by Landlord and architect, except for items of Substantial Completion work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant’s use of the Work is the date the OWNER determines construction is sufficiently completePremises (i.e., in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor “punch list items”). b. Notwithstanding the foregoing, if Landlord shall be delayed in substantially completing the absence of Premises as a result of: (1) Tenant’s failure to furnish to Landlord on or before the Tenant Plan Delivery Date the final plans and working drawings for the construction and completion of which does not interfere with OWNER’s intended use of the projectPremises, including the intended normal business operations of the project, all Additional or detract from the aesthetic appearance of the projectNon-Standard Work and Materials requested by Tenant; or (2) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNERTenant’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor furnish plans for Additional or Non-Standard Work and/or Tenant’s failure to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER approve Landlord’s cost estimates within the time period allowed specified by Paragraph 4 hereof; or (3) Tenant’s [ILLEGIBLE] Building Standard Work or the Contract Documents. In plans therefor or in the event drawings, plans: and [ILLEGIBLE] for the Contractor fails Additional or Non-Standard Work and Materials (notwithstanding Landlord’s approval of any such changes); or (4) Tenant’s request for changes in or modifications to complete such plans or correct working drawings subsequent to the remaining items within Tenant Plan Delivery Date; or (5) Inability to obtain Non-Building Standard Materials, finishes or installations requested by Tenant; or (6) The performance of any work by any person, firm or corporation employed or retained by Tenant; or (7) Any other act or omission by Tenant or its agents, representatives, and/or employees; (8) Delays caused by issuance of permits from appropriate governmental authorities or the allotted timeapproval thereof upon completion; then, in any such event, for purposes of determining the Rental Commencement Date, the OWNER may complete Premises shall be deemed to have been substantially completed on the date that Landlord and architect determine that the Premises would have been substantially completed if such delay or correct the items and deduct the cost thereof from the Contract amountdelays had not occurred.

Substantial Completion. The Date Lessor shall endeavor to cause the Work to ---------------------- be "substantially completed" on or before May 1, 1997, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of Substantial Completion any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Lessor (or beyond the OWNER determines construction is sufficiently completecontrol of Lessor's contractors or subcontractors performing the Work) and also subject to "Lessee Delays" (as defined and described in Paragraph 7 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Second Amendment if and when Lessor's architect issues a written certificate to Lessor and Lessee, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Lessee first takes occupancy of the projectExpansion Premises, including whichever first occurs. If the intended normal business operations of the projectWork is not deemed to be substantially completed on or before May 1, or detract from the aesthetic appearance of the project) and: 1997, (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued Lessor agrees to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Second Amendment shall remain in accordance with the Contract Documents. When the OWNER determines that the Work full force and effect, and (c) Lessor shall not be deemed to be in breach or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities default of the OWNER Second Amendment or this Work Letter as a result thereof and the Contractor Lessor shall have no liability to Lessee as a result of any delay in occupancy (whether for (but not limited to) securitydamages, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected abatement of Rent or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documentsotherwise). In the event the Contractor fails substantial completion of the Work is delayed as a result of any Lessee Delay, the substantial completion of the Work shall be deemed to be the date that the Work would have been substantially complete, but for the Lessee Delay. Lessor agrees to use reasonable diligence to complete or correct all punchlist work listed in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date of Substantial Completion of Tenant shall cause the Work is General Contractor to Substantially Complete (defined below) the date the OWNER determines construction is sufficiently complete, Tenant Improvements in accordance with the Contract Documents and as defined in Approved Final Drawings by August 15, 2001 (the Technical Specifications"Completion Date"), so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: delays due to (a) all designated 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 governmental certificates for performance of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning except insofar as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)such discontinuances, if any, are specified elsewhere due to any act or failure to act by Tenant, including without limitation Tenant’s failure to transfer utilities into its name and Tenant’s failure to pay utility bills), moratoriums, governmental agencies, and delays on the part of governmental agencies, (b) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant's use or Tenant's specialized tenant improvements, in which event such delays are considered Tenant Delays) (the events and matters set forth in Subsections (a) and (b) are collectively referred to as "Force Majeure Delays"), or (e) any Tenant Delays (defined in Paragraph 8 below). The Tenant Improvements shall be deemed substantially complete on the date that the General Contractor issues to Tenant a notice of substantial completion, or 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 Contract Documents. When form of the Contractor considers that issuance of a final permit, certificate of occupancy or the Workwritten 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"). If the Work is not deemed to be Substantially Completed on or before the scheduled Completion Date, (i) Tenant shall use diligent efforts to Substantially Complete the Work as soon as practicable thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the Lease or this Exhibit E as a designated 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 thereof which is acceptable of the Rent, or otherwise), and (iv) the Commencement Date and the Expiration Date of the term of the Lease (as defined in Section 1.3 of the Lease) shall not be extended. Subject to the OWNER is substantially complete as defined aboveprovisions of Section 7.4 of the Lease, the Contractor Tenant Improvements shall prepare for submission belong to the OWNER a list of items Landlord and shall be deemed to be completed or corrected. The failure to include any items on such list does not alter incorporated into the responsibility Premises for all purposes of the Contractor Lease, unless Landlord, in writing, indicates otherwise to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract DocumentsTenant. In the event the Contractor that Tenant fails to complete or correct Substantially Complete the remaining items within Work by the allotted timeCompletion Date, Tenant shall be in default under the OWNER may complete or correct Lease, and Landlord shall be entitled to exercise any and all of its rights and remedies under the items and deduct the cost thereof from the Contract amountLease.

Substantial Completion. a. The Date Premises shall be deemed to be substantially complete when the work to be performed pursuant to the Plans approved by Landlord and Tenant has been completed and approved by the appropriate governmental authorities, as certified by Landlord and the architect, except for items of Substantial Completion work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant's use of the Work is the date the OWNER determines construction is sufficiently completePremises (i.e., in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor "punch list items, "). b. Notwithstanding the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)foregoing, if any, are specified elsewhere Landlord shall be delayed in substantially completing the Contract Documents. When the Contractor considers that the Work, or Premises as a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The result of: (i) Tenant's failure to include any items furnish to Landlord the final Plans on such list does not alter or before the responsibility of Tenant Plan Delivery Date; or (ii) Tenant's failure to furnish the Contractor Plans and/or Tenant's failure to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER approve Landlord's cost estimates within the time period allowed by specified in Section 4 herein and/or Tenant's failure to approve the Contract Documents. In the event the Contractor fails to complete or correct the remaining items space plan within the allotted timetime specified in Section 1 herein; and/or Tenant's failure to respond to a change order within the time stated in the change order; or (iii) Tenant's changes in the Tenant Improvements or the Plans (notwithstanding Landlord's approval of any such changes); or (iv) Tenant's request for changes in or modifications to the Plans subsequent to the Tenant Plan Delivery Date; or (v) Inability to obtain non-building standard materials, finishes or installations requested by Tenant; or (vi) The performance of any work by any person, firm or corporation employed or retained by Tenant; or (vii) Any other act or omission by Tenant or its agents, representatives, and/or employees; then, in any such event, for purposes of determining the Commencement Date, the OWNER may complete Premises shall be deemed to have been substantially completed on the date that Landlord and architect determine that the Premises would have been substantially completed if such Delay or correct the items and deduct the cost thereof from the Contract amountDelays had not occurred.

Substantial Completion. The Date of Substantial Landlord shall cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements by October 15, 2011 (the “Completion of the Work is the date the OWNER determines construction is sufficiently completeDate”), in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: delays due to (a) all designated acts or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (events beyond its control including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenanceacts of God, heatearthquakes, utilitiesstrikes, damage to 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 insuranceweather, (b) the lack of availability or shortage of specialized materials used in the construction of the Tenant Improvements, and/or (c) any matters beyond the control of Landlord, the General Contractor or any subcontractors (the events and matters set forth in Subsections (a), (b) and (c) are collectively referred to as “Force Majeure Delays”; such Force Majeure Delays shall not exceed thirty (30) days), or (d) any Tenant Delays (defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the date that (i) the General Contractor has certified to Landlord that the Premises have been constructed and are substantially complete, (ii) all incomplete or defective construction, which interferes with Tenant’s use of the Premises, has been remedied and repaired; and (iii) Landlord has offered to deliver possession of the Premises to Tenant (“Substantial Completion”, or “Substantially Completed”, or “Substantially Complete”). 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 effect subject to the terms thereof and unless terminated by Tenant in accordance with its rights under Section 2.1 thereof, (iii) Landlord shall not be deemed to be in breach or default of the Lease 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) except as expressly set forth in the Lease, 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 list remaining items 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 corrected or completed. The Work not fully completed or corrected shall be completed to incorporated into the satisfaction Premises for all purposes of the OWNER within Lease, and Tenant shall not be required to remove the time period allowed by Tenant Improvements at the Contract Documents. In expiration or earlier termination of the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountLease.

Substantial Completion. a. The Date Premises shall be deemed to be substantially complete when the work to be performed by Landlord pursuant to the Plans approved by Landlord and Tenant has been completed and approved by the appropriate governmental authorities, as certified by Landlord and architect, and a Certificate of Substantial Completion Occupancy has been issued, except for items of work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant's use of the Work is the date the OWNER determines construction is sufficiently completePremises (i.e., in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor "punch list items, "). b. Notwithstanding the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)foregoing, if any, are specified elsewhere Landlord shall be delayed in substantially completing the Contract Documents. When the Contractor considers that the Work, or Premises as a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The result of: (i) Tenant's failure to include any items furnish to Landlord the final Plans on such list does not alter or before the responsibility of Tenant Plan Delivery Date; or (ii) Tenant's failure to furnish the Contractor Plans and/or Tenant's failure to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER approve Landlord's cost estimates within the time period allowed by specified in SECTION 4 herein and/or Tenant's failure to approve the Contract Documents. In the event the Contractor fails to complete or correct the remaining items space plan within the allotted timetime specified in SECTION 1 herein; or (iii) Tenant's changes in the Tenant Improvements or the Plans (notwithstanding Landlord's approval of any such changes); or /s/ RDG /s/ SM (iv) Tenant's request for changes in or modifications to the Plans subsequent to the Tenant Plan Delivery Date; or (v) Inability to obtain non-building standard materials, finishes or installations requested by Tenant; or (vi) The performance of any work by any person, firm or corporation employed or retained by Tenant; or (vii) Any other act or omission by Tenant or its agents, representatives, and/or employees; then, in any such event, for purposes of determining the Commencement Date, the OWNER may complete Premises shall be deemed to have been substantially completed on the date that Landlord and architect determine that the Premises would have been substantially completed if such Delay or correct the items and deduct the cost thereof from the Contract amountDelays had not occurred.

Substantial Completion. The For purposes of the Lease, including for purposes of determining the Lease Commencement Date (as set forth in Section 7.2 of the Summary), the Premises shall be "Ready for Occupancy" upon Substantial Completion of the Work is Tenant Improvements and Landlord's Work. For purposes of this Lease, "Substantial Completion" shall occur upon the date the OWNER determines construction is sufficiently completecompletion, in accordance good and workmanlike manner and in compliance with all applicable laws, of (i) the Landlord's Work, and (ii) the Tenant Improvements pursuant to the Approved Working Drawings, with the Contract Documents and as defined exception of any minor items in the Technical Specifications, so the OWNER may occupy need of repair or correction which do not impair Tenant's ability to use the Work, or designated portion thereof, Premises for its intended purposeuse ("Punchlist Items") and with the exception of any tenant trade fixtures, without restriction and all punch list items completed work-stations, built-in furniture, or equipment to be installed by Tenant; provided, however, as defined noted in the Technical Specifications Tenant Improvement Schedule letter dated July 28, 2016 (subject attached hereto as Exhibit B-2), the Substantial Completion date is a move in date and is not an affirmation of all scopes of work being complete. Prior to substantial completion, the wall, ceilings, floors, and 843078.08/SD374622-00033/8-4-16/MLT/dek Exhibit B-5- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] lab casework will all be installed and mechanical, plumbing, and electrical connection will be made in the casework. The mechanical and plumbing/process systems will be started up and air will be moving in the space and through the fume hoods. The City Fire and Building officials will have walked the space and granted a Temporary Certificate of Occupancy, allowing lab and office equipment to be moved into the Premises. Tenant acknowledges and agrees that the following scopes will not be completed at the time of Substantial Completion and XL-JB will require access to the space to complete them: (i) test and balance report; (ii) punchlist generation or completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereofassociated tasks; (biii) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documentsfume hood certification; (civ) all instruction pre-functional testing of OWNER’s personnel in the operation of the project systems has been completedHVAC and plumbing/process systems; (v) smoke control testing; and (dvi) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER final building and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountfire department sign off.

Substantial Completion. The Date of Substantial Completion Completion" is hereby defined to be the point at which ▇▇▇▇▇▇ has satisfied all of the Work is following conditions: (i) completion of the date the OWNER determines construction is sufficiently complete, Premises in accordance with the Contract Documents and as defined Plans described in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (Paragraph 37(b)(ii)" subject to completion of a minor punch list items, the absence of completion of which that does not interfere with OWNER’s intended use the ability of the project, including the intended normal Lessee to conduct its business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational Premises and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor punch list shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date within thirty (30) days of Substantial Completion. The notice shall state ; (ii) availability of dial-tone at the responsibilities building (internal phone and data wiring, connections and service are Lessee's responsibility); and (iii) Issuance of a Certificate of Occupancy, unless Lessor is delayed providing a Certificate of Occupancy as a result of Lessee accessing and/or performing work or pulling permits (or having its contractors or subcontractors perform work or pull permits) within the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage Premises prior to the issuance of a Certificate of Occupancy, such work or permits hereinafter referred to as "Lessee's Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents". In the event of such a delay, a Temporary Certificate of Occupancy for the Contractor fails Premises will verify completion of ▇▇▇▇▇▇'s Improvements. In the event that Lessor cannot provide a Certificate of Occupancy or a Temporary Certificate of Occupancy as a result of ▇▇▇▇▇▇'s Work, ▇▇▇▇▇▇'s architect shall inspect the Premises and issue a letter ("Architect's Letter) verifying that Lessor has completed ▇▇▇▇▇▇'s Improvements. Notwithstanding any Temporary Certificate of Occupancy or Architect's Letter, Lessee shall diligently pursue obtaining all approvals and/or "sign-offs" for Lessee's Work necessary to complete or correct enable Lessor to obtain a Certificate of Occupancy for the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPremises.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or use utilize the Work, or designated portion thereof, Work for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. use. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect a comprehensive list of items to be completed or correctedcorrected prior to final payment (the "Punch List"). The failure Failure to include any items an item on such list does not alter the responsibility of the Contractor to complete the 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 then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the OWNER determines that the Work or designated portion thereof is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. In the event the Contractor fails to complete or correct the remaining items within the allotted timeUpon such acceptance, and consent of surety if any, the OWNER may complete Owner shall make payment of retainage applying to the Work or correct designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the items and deduct the cost thereof from requirements of the Contract amountDocuments.

Substantial Completion. The Date of Substantial Completion of At settlement, Seller shall deliver the Work is Property and the date the OWNER determines construction is sufficiently complete, appurtenances thereto substantially in accordance with the Contract Documents Condominium Plat and Plans, as defined may be modified and amended from time to time, with all standard fixtures, appliances, and equipment listed on the attached Schedule A, as well as all Purchaser=s Options listed on the attached Schedule B. Purchaser acknowledges that any measurements shown on the Plats and Plans or otherwise quoted by Seller or Agent are approximations and that actual dimensions may not be exactly as shown. Seller shall not be required to install or provide any fixtures or appliances not actually installed in the Technical SpecificationsProperty at the time of Pre-Settlement Inspection pursuant to Section 9, so unless otherwise agreed in writing to be installed by Seller. Seller shall have the OWNER may occupy absolute right to make minor changes in the dimensions of any portion of the Condominium and to substitute materials, fixtures, equipment, and appliances that Seller determines to be of substantially equal quality or use performance as those specified in the WorkPlat and Plans, Schedule A or B hereto, any of the Condominium Instruments, or designated portion thereofany sales or marketing documents. Seller further reserves the right, for its intended purposebut shall not be obligated, without restriction and all punch list items completed to make changes in construction as defined in may be necessitated from time to time due to the Technical Specifications (subject to completion particular requirements of minor punch list itemsPurchaser=s or Seller=s mortgage lenders, the absence Veteran=s Administration, or any other governmental authority having jurisdiction over the Property or the Condominium; or as may be otherwise required by material shortages, work stoppages, emergencies, or necessary changes to the Plat and Plans discovered in construction for reasons of completion impossibility, structural soundness, or aesthetics; or as may result from acts of which does not interfere with OWNER’s intended use God, labor disputes, fire or other casualty, Seller=s inability to obtain materials and/or labor for any options, decorator selections, or other extra work requested by Purchaser and approved by Seller, zoning requirements and laws, governmental approvals of any kind, inclement weather, or any other similar or dissimilar causes or reasons beyond the reasonable or practical control of Seller. Any dispute involving delivery of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work Property in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice Plat and Plans and Schedules A and B hereto shall be submitted to the Contractor establishing Architect for the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) securityproject, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected whose decision shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountbinding.

Substantial Completion. The Date of Substantial Completion of shall be achieved not later than the Work Substantial Completion Date set forth in the Project Schedule. When CM@R considers that the Construction Work, phase, or a portion thereof that City agrees to accept separately, is the date the OWNER determines construction is sufficiently substantially complete, CM@R will prepare and submit to the Project Manager a comprehensive Punch List of items to be completed or corrected prior to Final Completion and Final Payment. Failure to include an item on such Punch List does not alter the responsibility of CM@R to complete all Construction Work in accordance with the Contract Documents. Upon receipt of CM@R’s Punch List, Project Manager will make an inspection to determine whether the Construction Work, or designated portion thereof, is substantially complete. Project Manager may, at Project Manager’s sole option, be assisted in such inspection by the Design Professional for the Project. If the inspection by the Project Manager discloses any item, whether or not included on CM@R’s Punch List, which is not sufficiently completed in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may that City can occupy or use utilize the Work, phase, or designated portion thereof, for its intended purposeuse, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use CM@R shall complete or correct such item upon notification by Project Manager before issuance of the projectCertificate of Substantial Completion. In such case, including the intended normal business operations CM@R shall submit a request for another inspection by Project Manager to determine Substantial Completion. The Project Manager will not issue a Certificate of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy Substantial Completion unless and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in until the Work (including, without limitation, all life safety systems) are operational and functioning or separable units or Phases as designed and scheduled provided in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; is essentially and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially satisfactorily complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines , such that the Work or designated portion thereof Project is substantially completeready for use by City for its intended purpose, it will issue a written notice including, to the Contractor establishing extent applicable to the date Work, the following: all materials, equipment, systems, controls, features, facilities, accessories, and similar elements are installed in the proper manner and in operating condition, inspected and approved; surfaces have been painted; masonry and concrete cleaned with any sealer or other finish applied; utilities and systems connected and functioning; site work complete; permanent heating, ventilation, air condition, vertical transportation, and other systems properly operating with proper controls; lighting and electrical systems installed, operable, and controlled; paving completed, signage installed, and/or other work as applicable, has been performed to a similar state of essential and satisfactory completion. A minor amount of Work, as determined by and at the discretion of the Project Manager, such as installation of minor accessories or items, a minor amount of painting, minor replacement of defective work, minor adjustment of controls or sound systems, or completion or correction of minor exterior work that cannot be completed as a result of weather conditions, will not delay determination of Substantial Completion. The notice shall state the responsibilities If prior written approval is obtained from City for purposes of Substantial Completion, specified areas of the OWNER entire Work or Project may be individually certified as Substantially Complete. In no event may Substantial Completion be deemed to have occurred unless and until: (i) a temporary certificate of occupancy has been issued by the Contractor for appropriate Governmental Authorities (but not limited toas applicable), and (ii) securityall terms and Work required under this Contract have been fulfilled by CM@R and same approved and accepted by City, maintenance, heat, utilities, damage subject only to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPunch List items.

Substantial Completion. The Date of ed, the all oth portio Ow er g n fo agrees to a § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which thereof alone does not interfere with OWNER’s intended use indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the project, including the intended normal business operations of the project, Work or detract from the aesthetic appearance of the project) and: (a) all designated portion thereof to be achiev have received a temporary or required governmental certificates final certificate of occupancy (if necessary for occupancy) and other permits, inspections approvals necessary and certifications required for the project Owner to occupy or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in utilize the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. designated purpose. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER Owner ner also must overnmental r its intended ccept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect and the Owner a comprehensive punch list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such punch list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When . § 9.8.3 Upon receipt of the OWNER determines that Contractor’s punch list, the Owner, Contractor and the Architect will jointly make an inspection to determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section 9.8.3 there is not agreement between or among the Owner, Contractor and the Architect as to whether Substantial Completion has been achieved, the stage of the progress of the Work shall be determined by decision of the Architect. § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the stage in the progress of the Work is when the date Work or designated portion thereof, which the OWNER determines construction Owner agrees in writing to accept separately, is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or utilize the Work for its intended use without any meaningful interference or disruption. § 9.8.1.1 For Substantial Completion of the Work, Work or designated portion thereofthereof to be achieved, the Owner also must have received a temporary or final certificate of occupancy and all other governmental approvals necessary and required for the Owner to occupy or utilize the Work or designated portion for its intended purpose. The requirement shall be deemed satisfied if all construction, without restriction submittals and all punch list items completed as defined in other performance by the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use Contractor required for issuance of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates certificate of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, approvals have been achieved completed but the certificate and approvals have not been issued to OWNER and posted for solely because of factors beyond the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation reasonable control of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. Contractor. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees in writing to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Owner and Design Professional a written punch list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such punch list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s punch list, the Owner, Contractor, and Design Professional will make an observation to determine whether the Work or designated portion thereof, which the Owner agrees in writing to accept separately, is substantially complete. When If the OWNER determines Owner’s and Design Professional’s observation discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Owner’s formal letter acknowledging Substantial Completion, complete or correct such item upon notification by the Design Professional or Owner. In such case, the Contractor shall then submit a request for another observation by the Owner, Contractor, and Design Professional to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof, which the Owner agrees in writing to accept separately, is substantially complete, it the Owner will issue a written notice to the Contractor establishing determine the date of Substantial Completion. The notice , shall state the establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall include a punch list of items remaining items to be corrected or completed. The Work not fully completed or corrected notwithstanding achievement of Substantial Completion, and shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the formal letter from Owner. Warranties required by the Contract Documents. In Documents shall commence on the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.date of

Substantial Completion. Landlord shall cause the Work to be ---------------------- "substantially completed" on or before twelve (12) months following the issuance of building permits by the appropriate governmental authorities, subject to delays caused by strikes, lockouts, boycotts or other labor problems not directly related to the project, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials, force majeure as defined in Section 2.3(b) of the Lease Agreement or other problems in obtaining materials necessary for performance of the Work, and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Build-to-Suit Letter). No allowance shall be made for any time lost due to fault of Landlord or Landlord's general contractor. The Date Work shall be deemed to be "substantially completed" for all purposes under this Build-to-Suit Letter and the Lease if and when a certificate of Substantial Completion occupancy or temporary certificate of occupancy is issued, regardless of any "punch list" items that remain to be completed. Subject to the Drop Dead provisions of Section 2.3, if the Work is not deemed to be substantially completed on or before twelve (12) months following the date issuance of building permits by the OWNER determines construction is sufficiently completeappropriate governmental authorities, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect subject to Section 2.4, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Build-to-Suit Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Term shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that Commencement Date and Expiration Date of the WorkTerm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall all punch-list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountpromptly after substantial completion.

Substantial Completion. The Date of criteria and process for Substantial Completion of set forth in this Section 4.4.9 shall apply to all Projects. .1 For Projects to which the Work is Retainage Act does not apply, “Substantial Completion” shall be defined as the date certified by the OWNER determines construction A/E when the Project is sufficiently completeavailable for occupancy by Owner such that Owner can occupy and operate in a safe and healthy manner, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purposeall Applicable Laws, without restriction unreasonable interference or interruption by Contractor, and all with temporary or final certificate of occupancy issued by the building inspector within the municipality where the Project is being constructed. Notwithstanding the foregoing, Substantial Completion shall be achieved even with outstanding so- called punch list items completed as defined (determined by the A/E in accordance with Section 4.4.9) of a minor nature. Without limiting the Technical Specifications (subject to completion of minor foregoing, the punch list items, the absence shall not indicate final cleaning or completion and balancing of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: HVAC and other systems. (a) all designated or required governmental certificates of occupancy Substantial Completion shall not occur until the commissioning inspection, verification, and other permits, inspections and certifications testing work for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; Project is complete. (b) all elements and project systems included in At least ten (10) days before Contractor expects the Work Project (includingor a portion thereof that Owner agrees to accept separately) to be substantially complete, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect Contractor shall submit to the WorkA/E and Owner a Punchlist. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined aboveUpon receipt thereof, the Contractor shall prepare for submission A/E will make an inspection to determine whether the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work Project or designated portion thereof is in fact, substantially complete. (c) If the A/E determines that the Work (or designated portion thereof) is substantially complete, the A/E will: (a) supplement, revise and annotate Contractor’s Punchlist to reflect additional Work to be completed or corrected prior to Final Completion and submit it will issue to Owner and Contractor; and (b) execute a written notice to the Contractor establishing the date certificate of Substantial Completion. The notice shall state the , assigning responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, correction of damaged or incomplete Work and insurance, and fixing the time within which Contractor shall list remaining complete all items on the Punchlist. (d) If the A/E determines that the Work (or designated portion thereof) is not substantially complete, the A/E will so notify Contractor in writing, specifying which items of the Work must be performed prior to be corrected issuance of a certificate of Substantial Completion. (e) If the A/E is required to perform more than two (2) Substantial Completion inspections through no error or completed. The Work not fully completed omission of the A/E or corrected Owner, such additional inspections shall be completed performed at the cost of Contractor. .2 For Projects to which the Retainage Act applies, “Substantial Completion” shall be defined as the stage in the progress of the Project when the Work is sufficiently complete in accordance with the Contract Documents so that Owner may occupy or utilize the work for its intended use without unreasonable interference or interruption by Contractor and with an unconditional permanent and full certificate of occupancy issued by the building inspector within the municipality where the Project is being constructed; provided that Substantial Completion may apply to the satisfaction only a phase of the OWNER entire Project if the Contract Documents expressly permits substantial completion to apply to defined phases of the Project.‌ (a) Substantial Completion shall not occur until the commissioning inspection, verification, and testing work for the Project is complete. (b) Not later than fourteen (14) days after reaching Substantial Completion, Contractor shall submit to Owner a Notice of Substantial Completion (in the form provided in the Retainage Act) stating the date on which the Project was substantially complete. (c) Owner shall accept or reject the Notice of Substantial Completion within fourteen (14) days of receipt of the notice and shall indicate its acceptance by signing the Notice in the space provided and shall deliver the Notice to Contractor within the time period allowed by the Contract Documentssame fourteen (14) day period. In the event the Contractor If Owner fails to complete or correct deliver the remaining items Notice to Contractor within the allotted timesuch fourteen (14) day period, the OWNER may complete Notice shall be considered accepted. (d) If Owner rejects the Notice of Substantial Completion, Owner shall, within 14 (fourteen) days of receipt of the Notice, notify Contractor, in writing, of the rejection and include in the rejection the factual and contractual basis for the rejection and a certification that the rejection is made in good (e) Upon an express or correct deemed acceptance of a Notice of Substantial Completion, the items date of Substantial Completion shall be the date stated in the Construction Manger’s Notice for all purposes and deduct the cost thereof from the Contract amountacceptance shall be final and binding on Owner and its successors and assignees.

Substantial Completion. a. The Date Premises shall be deemed to be "Substantially Complete" when the work to be performed by Landlord pursuant to the Plans approved by Landlord and Tenant has been completed and approved by the appropriate governmental authorities, as certified by Landlord, except for items of Substantial Completion work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant's use of the Work is the date the OWNER determines construction is sufficiently completePremises (i.e., in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor "punch list items"). b. Notwithstanding the foregoing, if Landlord shall be delayed in Substantially Completing the absence of completion of which does not interfere with OWNER’s intended use Premises (the "Delays") as a result of the project, including following delays (the intended normal business operations of the project, or detract from the aesthetic appearance of the project"Delays"): (i) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The Tenant's failure to include any items on such list does not alter approve the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER space plan within the time period allowed by specified in Section 1 herein; or (ii) Tenant's failure to furnish to Landlord the Contract Documents. In final Plans on or before the event the Contractor fails Tenant Plan Delivery Date; or (iii) Tenant's failure to complete or correct the remaining items approve Landlord's cost estimates within the allotted timetime specified in Section 4 herein; or (iv) Tenant's changes in the Tenant Improvements or the Plans (notwithstanding Landlord's approval of any such changes); or (v) Tenant's request for changes in or modifications to the Plans subsequent to the Tenant Plan Delivery Date; or (vi) Inability to obtain non-building standard materials, finishes or installations requested by Tenant; or (vii) The performance of any work by any person, firm or corporation employed or retained by Tenant; or (viii) Any other act or omission by Tenant or its agents, representatives, and/or employees; then, in any such event, Landlord shall have the OWNER may complete right to declare that the Premises shall be deemed to have been Substantially Completed on the date that Landlord determine that the Premises would have been Substantially Completed if such Delay or correct the items and deduct the cost thereof from the Contract amountDelays had not occurred.

Substantial Completion. The Date For purposes of this Agreement, "Substantial Completion Completion" of the Work is shall be deemed to have occurred upon the date the OWNER determines construction last of the following provisions have been complied with and satisfied by Seller (unless waived by Purchaser in its sole discretion): (i) Seller shall have furnished to Purchaser and Title Insurer copies of all final waivers or lien and final sworn statements from General Contractor, all subcontractors and materialmen; (ii) Substantial Completion as defined in the Lease has occurred; (iii) Seller shall have delivered to Purchaser a certificate from General Contractor dated within fifteen (15) days of the Closing Date certifying that no notices of violations of laws or ordinances arising from the Work were served upon General Contractor during the performance of the Work and General Contractor has no knowledge that the Project is in violation of any applicable laws or ordinances; (iv) Seller shall have furnished to Purchaser an "as built" set of Plans, showing all paving, driveways, fences and exterior improvements and all original guaranties and warranties from the General Contractor and all subcontractors and material suppliers including, but not limited to, a ____________ year roof warranty; (v) Seller shall have caused Architect to furnish to Purchaser a certificate stating that (a) the Work is sufficiently complete, complete in accordance with the Contract Documents and as defined in Plans so that Tenant can occupy the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications Building for the project or such portion thereof as use intended under the case may beLease, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) the Building complies with all elements applicable laws and project systems included in the Work (including, without limitation, all life safety systems) are operational ordinances and functioning as designed and scheduled in the Contract Documents; (c) all instruction such other information reasonably requested by Purchaser ("Architect's Certificate"); and (vi) Developer shall have furnished to CNT a final certificate of OWNER’s personnel in occupancy for the operation of Project or, if available and if sufficient to permit the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)tenant, if any, are specified elsewhere in for the Contract Documents. When Project to occupy and use the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete Project as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed contemplated by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted timeLease for such Project, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amounta temporary certificate of occupancy.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereofthereof alone does not indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the Work or designated portion thereof to be achieved, the Owner also must have received a temporary or final certificate of occupancy (if necessary for occupancy) and all other governmental approvals necessary and required for the Owner to occupy or utilize the Work or designated portion for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. . § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect and the Owner a comprehensive punch list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such punch list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When . § 9.8.3 Upon receipt of the OWNER determines that Contractor’s punch list, the Owner, Contractor and the Architect will jointly make an inspection to determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section 9.8.3 there is not agreement between or among the Owner, Contractor and the Architect as to whether Substantial Completion has been achieved, the stage of the progress of the Work shall be determined by decision of the Architect. § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. A. Design-Builder shall notify Owner/DES when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is Substantially Complete. Within five (5) days of Owner’s/DES’ receipt of Design-Builder’s notice, Owner/DES and Design-Builder will jointly inspect such Work to verify that it is Substantially Complete in accordance with the requirements of the Contract Documents. The Date Owner/DES and Design-Builder will create a punch list of items requiring correction or completion. When such Work is Substantially Complete, including substantially complete punch list items, Owner/DES shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose(ii) the remaining items of Work that have to be completed before final payment, without restriction and all punch list items completed as defined in (iii) provisions (to the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does extent not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled already provided in the Contract Documents; (c) all instruction of OWNERestablishing Owner’s/DES’ and Design-Builder’s personnel in responsibility for the operation of the project systems has been completed; Project’s security, maintenance, utilities and insurance pending final payment, and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. B. Owner/DES, at its option, may use a portion of the OWNER Work which has been determined to be Substantially Complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 8.3.A above, (ii) Design-Builder and Owner/DES have obtained the Contractor for (but not limited to) securityconsent of their sureties and insurers, maintenance, heat, utilities, damage and to the Workextent applicable, the appropriate government authorities having jurisdiction over the Project, and insurance, (iii) Owner/DES and shall list remaining items to be corrected Design-Builder agree that Owner’s/DES’ use or completed. The Work occupancy will not fully completed or corrected shall be completed to the satisfaction interfere with Design-Builder’s completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date Contractor shall deliver an application for Substantial Completion to the Authority when all of the following have occurred:  The Contractor has completed all Work (except for punch list items, final cleanup and other items included in the requirements for Final Acceptance);  All necessary work by Included Third Parties has been completed, and the Contractor has obtained all design and construction approvals by Included Third Parties that are required under the relevant Third Party Agreements or by Law;  The Contractor has satisfied all conditions to acceptance by Third Parties and railroads;  There is no existing default of Authority's obligations under any Included Third Party Agreement or Railroad Agreement that are the Contractor's responsibility pursuant to the Contract Documents, and no event has occurred which, with the passing of time or giving of notice or both, would lead to a claim relating to the Work or an event of default under any Included Third Party Agreement or any Railroad Agreement;  The Contractor has delivered to the Authority the close-out report as provided in the “Reporting” clause (Section 44.4) of the General Provisions;  The Contractor has delivered to the Authority the warranty service plan required in the “Warranty Service” clause (Section 7.8.6) of the General Provisions;  The Contractor has ensured that all Work has been performed in accordance with the requirements of the Contract Documents;  The Contractor has ensured that the Project may be used without damage to the Project or any other property on or off the Site, and without injury to any Person; and  Any special tools purchased by the Contractor as provided in the Contract Documents shall have been delivered to the Authority and all replacement spare parts shall have been purchased and delivered to the Authority free and clear of liens. Upon receipt of the Contractor's application for Substantial Completion, the Authority shall conduct such inspections, surveys and/or testing as the Authority deems desirable. If such inspections, surveys and/or tests disclose that any Work does not meet the requirements of the Contract Documents, the Authority will promptly advise the Contractor as to any errors, omissions, deviations, defects or deficiencies in the Work necessary to be corrected as a condition to Substantial Completion and as to any errors, omissions, deviations, defects or deficiencies which may be corrected as punch list items. Upon correction of the errors, omissions, deviations, defects or deficiencies identified as a prerequisite to Substantial Completion, the Contractor shall provide written notification to the Authority and the Authority shall conduct another round of inspections, surveys and/or tests. This procedure shall be repeated until the Authority finds that all prerequisites to Substantial Completion have been met. Substantial Completion of the Work is the date the OWNER Project shall be deemed to have occurred when:  The Authority determines construction is sufficiently completethat all errors, in accordance with the Contract Documents omissions, deviations, defects and deficiencies identified as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction prerequisites to Substantial Completion have been corrected; and all  The Authority and Contractor have agreed upon a punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or Project. The Authority will issue a Certificate of Substantial Completion to the Contractor at such portion thereof time as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems Authority determines that Substantial Completion has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Workoccurred. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable shall be deemed to the OWNER is substantially complete have occurred as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of the Certificate of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. Landlord shall cause the initial Part of the Work to be "substantially completed" on or before the scheduled date of commencement of the term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the initial Part of the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Date initial Part of Substantial Completion the Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the initial Part of the Work has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the Working Drawings, or when Tenant first takes occupancy of the Premises, whichever first occurs. If the initial Part of the Work is not deemed to be substantially completed on or before the scheduled date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations commencement of the project, or detract from the aesthetic appearance term of the project) and: Lease as specified in Section 1.05 of the Lease, (a) all designated or required governmental certificates Landlord agrees to use reasonable efforts to complete the initial Part of occupancy and other permitsthe Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.05 of the Lease shall be extended to the date on which the initial Part of the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.06 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documentsevent of such extensions in the commencement and expiration dates of the term of the Lease. When the Contractor considers that the Work, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date Landlord shall cause the Work to be substantially completed on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.6 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.6 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction Landlord shall not be deemed to be in breach or default or the Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of OWNER’s personnel any delay in the operation occupancy (whether for damages, abatement of the project systems has been completed; Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.6 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.7 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, (a) Except as provided in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsParagraph 6(b) below, the absence Lower Level Expansion Space shall be deemed to have been substantially complete when the work and materials to be provided by Landlord pursuant to this Exhibit (except for items of completion work and adjustment of which does not interfere equipment and fixtures that can be completed after the Lower Level Expansion Space is. occupied without causing substantial interference with OWNER’s intended Tenant's use of the projectLower Level Expansion Space (i.e., including the intended normal business operations of the project"punch list" items)) have been completed, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates as reasonably determined by Landlord, and a certificate of occupancy and other permits, inspections and certifications for the project or such portion thereof as Lower Level Expansion Space has been issued by the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; District of Columbia. (b) all elements If Landlord shall be delayed in completing the work and project systems included in the Work materials to be provided pursuant to this Exhibit as a result of (including, without limitation, all life safety systems1) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation Tenant's failure to comply with any of the project systems has been completed; deadlines specified in this Exhibit or with any of the other requirements of this Exhibit or the Lease, (2) Tenant's request for modifications to plans or working drawings subsequent to the date such plans or working drawings are approved by Landlord, (3) Tenant's failure to pay when due any amount required pursuant to this Exhibit, (4) Tenant's request for long lead time materials, finishes or installations, or (5) the performance of any work, or the entry into the Lower Level Expansion Space, by Tenant or any person or firm employed or retained by Tenant, then for purposes of determining the Lower Level Expansion Space Commencement Date, the work and (d) no liens, claims or encumbrances materials to be provided pursuant to this Exhibit shall be deemed to have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER that Landlord determines in its reasonable judgment that such work and the Contractor for (but materials would have been substantially complete if such delay(s) had not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountoccurred.

Substantial Completion. The Date of 9.8.1 Substantial Completion of is the date determined by the Architect when the Work is sufficiently complete (including completion of “punchlist” items) that the date Owner can fully occupy and utilize the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, Work for its intended purpose, without restriction and with all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the projectProject's parts and systems operable as required by the Contract Documents, including the intended normal business operations of the projectand a Final Occupancy Permit has been obtained. To be Substantially Compete, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project Project systems included in the Work (includinghave been successfully tested and are fully operational; all required governmental inspections and certifications required of the Work have been made, without limitation, all life safety systems) are operational approved and functioning as designed and scheduled in the Contract Documentsposted; (c) all designated initial instruction of OWNEROwner’s personnel in the operation of the project Project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to all the Work. Substantial Completion date(s), if any, are specified elsewhere required finishes set out in the Contract DocumentsDocuments are in place. The only remaining Work shall be minor in nature so that the Owner can occupy the Work for its intended purposes on that date, and the completion of the Work by the Contractor will not materially interfere with or hamper Owner’s normal school operations or intended use. Only incidental cleaning, if required beyond cleaning needed for the Owner's full use, may remain for final completion. As a further condition of a determination of Substantial Completion, the Contractor shall certify that all remaining Work shall be completed within 30 days. Refer to the Project Manual and Owner’s specifications for for additional requirements for Substantial Completion. 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to designated in the OWNER Contract Documents for separate completion, is substantially complete as defined aboveand the premises comply with subparagraph 3.15.1, the Contractor shall prepare for submission submit to the OWNER Architect (1) a list of items to be completed or corrected, (2) all special warranties required by the Contract Documents, endorsed by the Contractor and in a form reasonably acceptable to the Architect and (3) the permits and certificates referred to in subparagraph 13.5.4. The failure to include any items on such the list mentioned in the preceding sentence does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When the OWNER Architect on the basis of an inspection determines that the Work or designated portion thereof is substantially completecomplete and the other conditions have been met, it the Architect will issue then prepare a written notice to Certificate of Substantial Completion which shall establish the Contractor establishing the date Date of Substantial Completion. The notice , shall state the responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall complete the items listed therein. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In The Certificate of Substantial Completion shall be submitted to the event Owner and Contractor for their written acceptance of the Contractor fails responsibilities assigned to complete them in such Certificate. 9.8.3 Upon Substantial Completion of the Work or correct the remaining items within the allotted timedesignated portion thereof, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.Owner shall not adjust retainage. Any payments due shall be made subject to subparagraph

Substantial Completion. The Date of A. Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or use the Work, Work or designated a portion thereof, thereof for its intended purposeuse and that the following minimum requirements are met: 1. The Work is complete, without restriction ready for occupancy, and all punch list items completed as defined in persons or entities having jurisdiction over the Technical Specifications (subject to completion of minor punch list itemsProject have issued the appropriate permits, the absence of completion of which does not interfere with OWNER’s intended use of the projectauthorizations, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental and temporary certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may beProject, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work has passed all necessary inspections; 2. The exterior elements, such as Site cleanup and restoration (includingincluding without limitation removal of all excess materials, without limitationrock, sand, paving, debris, supplies, equipment, temporary structures, and trailers), paving, parking, landscaping and exterior building finishes, the interior spaces and finishes of the Work and all mechanical, electrical, plumbing and technical systems required by the Contract Documents, fire and life safety systems) , are complete and fully operational and functioning as designed and scheduled in are ready for occupancy, the Contract Documents; (c) all instruction of OWNERConstruction Manager has submitted the Construction Manager’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding punch list with respect to such items and they have been inspected and approved by the WorkArchitect and Owner as to scope, number, and content; 3. All warranties required by the Contract Documents have been delivered to Owner; 4. All equipment manuals and operational videos have been delivered to Owner and training by Construction Manager of Owner’s staff is complete; and 5. The Architect has issued the Certificate of Substantial Completion date(s)Completion, which shall be signed by the Architect and the Architect/Designer, if any. B. When Construction Manager considers the entire Work ready for its intended use and all other requirements of Article 14.04A. have been satisfied, are specified elsewhere Construction Manager shall notify Owner and Architect in the Contract Documents. When the Contractor considers writing that the Work, or a designated portion thereof which is acceptable to the OWNER entire Work is substantially complete (except for items specifically listed by Construction Manager as defined aboveincomplete) and request that Architect issue a certificate of Substantial Completion. The Owner may, at its sole discretion, accept portions of the Contractor Project separately, in which event the applicable parts of this Article 14.04A. shall prepare for submission apply to such portions of the Project; C. Promptly after Construction Manager’s notification, Owner, Construction Manager, and Architect shall make an inspection of the Work to determine the status of completion. If Architect does not consider the Work substantially complete, Architect will notify Construction Manager in writing giving the reasons therefor. SAMPLE D. If Architect considers the Work substantially complete, Architect will deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the OWNER certificate a tentative list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the tentative certificate during which to make written objection to Architect as to any provisions of the certificate or attached list. If, after considering such objections, Architect concludes that the Work is not substantially complete, Architect will, within 14 days after submission of the tentative certificate to Owner, notify Construction Manager in writing, stating the reasons therefor. If, after consideration of Owner’s objections, Architect considers the Work substantially complete, Architect will, within said 14 days, execute and deliver to Owner and Construction Manager a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as Architect believes justified after consideration of any objections from Owner. The failure Failure to include any items an item on such list does not alter the responsibility of the Contractor Construction Manager to complete the all Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall Construction Manager must complete all punch list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails Owner prior to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountFinal Payment.

Substantial Completion. The Date of Substantial Completion of the Tenant shall substantially complete or cause to be substantially completed Tenant’s Work is the date the OWNER determines construction is sufficiently completein a good and workmanlike manner, in accordance with the Contract Documents TI Permit subject, in each case, to Minor Variations and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all normal “punch list list” items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of a non-material nature which does do not interfere with OWNER’s intended the use or access of the projectPremises (“Substantial Completion” or “Substantially Complete”). Upon Substantial Completion of Tenant’s Work, Tenant shall require the TI Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“AIA”) document G704. For purposes of this Work Letter, “Minor Variations” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereofTI Permit); (bii) all elements to comport with good design, engineering, and project systems included in construction practices which are not material; or (iii) to make reasonable adjustments for field deviations or conditions encountered during the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction construction of OWNERTenant’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(sof Tenant Improvements shall have occurred when (i) a certificate or temporary certificate of occupancy (or the equivalent permitting legal occupancy) has been issued for the Premises; (ii) the HVAC and MEP systems serving the Premises (the “Required Systems”) which Landlord is responsible for providing are in good working order; and (iii) the Tenant Improvements are substantially complete excepting industry standard punch-list items; provided, however, to the extent the Required Systems are not in good working order pursuant to clause (ii), if any, such failure shall constitute a Landlord Delay until the Required Systems are specified elsewhere delivered in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountrequired condition at Landlord’s sole cost.

Substantial Completion. The Date 6.6.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete. Within five (5) days of Owner’s receipt of Design-Builder’s notice, Owner and Design-Builder will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If such Work is substantially complete in the opinion of the Owner, Design – Builder shall prepare a Certificate of Substantial Completion for approval and issue by the Owner that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose(ii) the remaining items of Work that have to be completed before final payment, without restriction and all punch list items completed as defined in (iii) provisions (to the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does extent not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled already provided in the Contract Documents; (c) all instruction of OWNERestablishing Owner’s personnel in and Design-Builder’s responsibility for the operation of the project systems has been completed; Project’s security, maintenance, utilities and insurance pending final payment and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. 6.6.2 Upon Substantial Completion of the OWNER and the Contractor for (but not limited to) securityentire Work or, maintenanceif applicable, heat, utilities, damage to any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to that specified in the Agreement for the estimated value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion. 6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for that portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design- Builder and insuranceOwner have obtained the consent of their sureties and insurers and the appropriate government authorities having jurisdiction over the Project, and shall list remaining items to be corrected (iii) Owner and Design-Builder agree that Owner’s use or completed. The Work occupancy will not fully completed or corrected shall be completed to the satisfaction interfere with Design-Builder’s completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date of Substantial Completion of Landlord and Tenant shall cause the Work is General ---------------------- Contractor to Substantially Complete (defined below) the date the OWNER determines construction is sufficiently complete, Tenant Improvements in accordance with the Contract Documents and Final Drawings by the Commencement Date of the Lease as defined set forth in Section 2 of the Technical SpecificationsLease (the "Completion Date"), so the OWNER may occupy subject to delays due --------- to (a) acts or use 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, or designated portion thereofmoratoriums, for its intended purposegovernmental agencies and weather, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included the lack of availability or shortage of specialized materials used in the Work (includingconstruction of the Tenant Improvements, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction any matters beyond the control of OWNER’s personnel 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 changes are directly attributable to Tenant's use or Tenant's specialized tenant improvements, in which event such delays are considered Tenant Delays) (the operation of the project systems has been completed; events and matters set forth in Subsections (a), (b), (c) and (d) no liensare collectively referred to as "Force Majeure Delays"), claims or encumbrances (e) any Tenant Delays (defined in Section 7 below). The Building Improvements and Tenant Improvements --------- shall be substantially completed on the date that all of the following have been filed occurred ("Substantial Completion", or are outstanding with respect "Substantially Completed", or "Substantially Complete"); (i) if there is a project architect, when the architect issues a certificate of substantial completion; (ii) Tenant has direct access to the Work. Substantial Completion date(s)Premises with all building services and utilities serving the Premises; (iii) if required, if anya certificate of occupancy or comparable evidence of completion has been issued by the appropriate governmental agency for the Premises; (iv) within two (2) business days of Landlord's request therefor, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or Landlord and Tenant have conducted a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility walk-through of the Contractor Premises to complete describe all incomplete or defective items; (v) Landlord shall have completed the Work in accordance with repair of all incomplete or defective items found during the Contract Documents. When the OWNER determines walk-through that the Work materially impair Tenant's use or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities occupancy of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.Premises; and

Substantial Completion. The Date of Substantial Completion 7.11.1 When the ▇▇▇▇ believes the entire Work or a phase of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in when the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled is being done in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Workphases, or a designated portion thereof which the Owner agrees to accept separately, is acceptable Substantially Complete, the ▇▇▇▇ shall notify the Owner and the DP and submit to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER Owner and DP a comprehensive list of items to be completed or correctedcorrected relating to the entire Work, the phase of the Work or the portion thereof, as applicable. Within five (5) working days of receipt of the ▇▇▇▇’▇ notice and list, the Owner or its representatives, the DP and ▇▇▇▇ will jointly make an inspection to determine whether Substantial Completion has occurred. If it is determined by the Owner that the entire Work, the phase of the Work or a portion thereof, as applicable, is Substantially Complete, the DP shall issue the Punch List and the certificate of substantial completion stating the date of Substantial Completion which shall be executed by the Owner or its representatives, the DP and the ▇▇▇▇. The failure ▇▇▇▇ shall proceed promptly to complete or correct Punch List items. Failure to include any items an item on such list the Punch List does not alter the responsibility of the Contractor ▇▇▇▇ to complete the all Work in accordance with the Contract Documents. When . 7.12 FINAL COMPLETION AND FINAL PAYMENT 7.12.1 Completion of all outstanding Work items noted in the OWNER determines Punch List and other Contract Documents requirements is required for DP and Owner to certify Final Completion of the entire Work, a phase of the Work if the Work is being done in phases or a portion thereof that the Work or designated portion thereof is substantially completeOwner has agreed to accept separately. Requirements also include, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but are not limited to) security, maintenanceequipment operations training for Owner, heatsatisfaction of the conditions precedent in Section 7.12.2, utilities, damage the ▇▇▇▇ being in compliance with the Contract Documents as to all matters relating to the Work, submission to and insurancereview and approval by DP and Owner of as-built drawings and all record and close out documents as specified in Owner’s project specifications, including but not limited to all operating manuals, warranties, assignments of warranties from Subcontractors and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed other deliverables required by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. The Date of Substantial Completion 7.11.1 When the CMAR believes the entire Work or a phase of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in when the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled is being done in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Workphases, or a designated portion thereof which the Owner agrees to accept separately, is acceptable Substantially Complete, the CMAR shall notify the Owner and the DP and submit to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER Owner and DP a comprehensive list of items to be completed or correctedcorrected relating to the entire Work, the phase of the Work or the portion thereof, as applicable. Within five (5) working days of receipt of the ▇▇▇▇’▇ notice and list, the Owner or its representatives, the DP and CMAR will jointly make an inspection to determine whether Substantial Completion has occurred. If it is determined by the Owner that the entire Work, the phase of the Work or a portion thereof, as applicable, is Substantially Complete, the DP shall issue the Punch List and the certificate of substantial completion stating the date of Substantial Completion which shall be executed by the Owner or its representatives, the DP and the CMAR. The failure CMAR shall proceed promptly to complete or correct Punch List items. Failure to include any items an item on such list the Punch List does not alter the responsibility of the Contractor CMAR to complete the all Work in accordance with the Contract Documents. When . 7.12 FINAL COMPLETION AND FINAL PAYMENT 7.12.1 Completion of all outstanding Work items noted in the OWNER determines Punch List and other Contract Documents requirements is required for DP and Owner to certify Final Completion of the entire Work, a phase of the Work if the Work is being done in phases or a portion thereof that the Work or designated portion thereof is substantially completeOwner has agreed to accept separately. Requirements also include, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but are not limited to) security, maintenanceequipment operations training for Owner, heatsatisfaction of the conditions precedent in Section 7.12.2, utilities, damage the ▇▇▇▇ being in compliance with the Contract Documents as to all matters relating to the Work, submission to and insurancereview and approval by DP and Owner of as-built drawings and all record and close out documents as specified in Owner’s project specifications, including but not limited to all operating manuals, warranties, assignments of warranties from Subcontractors and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed other deliverables required by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. The Date of Substantial Completion of Landlord and Tenant shall attempt to cause the Work is General Contractor to Substantially Complete (defined below) the date the OWNER determines construction is sufficiently complete, Tenant Improvements in accordance with the Contract Documents and as defined in Approved Final Drawings within a commercially reasonable time (the Technical Specifications“Completion Date”), so the OWNER may occupy subject to delays due to (a) acts or use 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, or designated portion thereofmoratoriums, for its intended purposegovernmental agencies, without restriction delays on the part of governmental agencies and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsweather, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included the lack of availability or shortage of specialized materials used in the Work (includingconstruction of the Tenant Improvements, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction any matters beyond the control of OWNERLandlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s personnel use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the operation of the project systems has been completed; events and matters set forth in Subsections (a), (b), (c) and (d) no liensare collectively referred to as “Force Majeure Delays”), claims or encumbrances have been filed (e) any Tenant Delays (defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the earlier of the date that the General Contractor issues to Landlord a notice of substantial completion; the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, certificate of occupancy or are outstanding the written approval evidencing its final inspection on the building permit(s); or the date on which Tenant first takes occupancy of the Premises in order to conduct business and so commences its business operations at 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 the Workany of Tenant’s Installations. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable Subject to the OWNER is substantially complete as defined aboveprovisions of the Lease, the Contractor Tenant Improvements shall prepare for submission belong to the OWNER a list of items Landlord and shall be deemed to be completed or corrected. The failure to include any items on such list does not alter incorporated into the responsibility Premises for all purposes of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the WorkLease, and insurance, and Tenant shall list remaining items to be corrected have no responsibility for any removal or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountrestoration thereof.

Substantial Completion. The Date of Substantial Completion of Landlord shall cause the Work is General Contractor to Substantially Complete (defined below) the date the OWNER determines construction is sufficiently complete, Tenant Improvements in accordance with the Contract Documents and Approved Final Drawings by the Anticipated Commencement Date of the Lease as defined set forth in Section 2 of the Technical SpecificationsLease (the “Completion Date”), so the OWNER may occupy subject to delays due to (a) acts or use 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, provided such discontinuance is not the result of Landlord’s failure to pay any utility or designated portion thereofservice invoice(s), for its intended purposemoratoriums, without restriction governmental agencies, delays on the part of governmental agencies and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsweather, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included the lack of availability or shortage of specialized materials used in the Work (includingconstruction of the Tenant Improvements, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction any matters beyond the control of OWNERLandlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s personnel use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the operation of the project systems has been completed; events and matters set forth in Subsections (a), (b), (c) and (d) no liensare collectively referred to as “Force Majeure Delays”), claims or encumbrances have been filed (e) any Tenant Delays (defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, certificate of occupancy or are outstanding 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. Substantial Work is not deemed to be Substantially Completed on or before the scheduled Completion date(sDate, (i) Landlord agrees to use reasonable efforts to Substantially Complete the Work as soon as practicable thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the Lease 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), if any, are specified elsewhere and (iv) except in the Contract Documents. When event of any Tenant Delays, which will not affect the Contractor considers that Commencement Date but will extend the WorkCompletion Date without any penalty or liability to Landlord, or a designated portion thereof which is acceptable and notwithstanding anything to the OWNER is substantially complete contrary contained in the Lease, the Commencement Date and the Expiration Date of the term of the Lease (as defined abovein 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 Contractor Tenant Improvements shall prepare for submission belong to the OWNER a list of items Landlord and shall be deemed to be completed or corrected. The failure to include any items on such list does not alter incorporated into the responsibility Premises for all purposes of the Contractor Lease, unless Landlord, in writing, indicates otherwise to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountTenant.

Substantial Completion. The Date of Substantial Completion of When the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use Contractor has completed the Work, or designated portion parts thereof, for its intended purposeto a point that, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use opinion of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in Contractor the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined abovecomplete, the Contractor shall prepare so notify the Owner’s Representative in writing. However, unless specifically scheduled in the Special Conditions or agreed to in advance by the Owner, the Owner shall not be obligated to consider any part of the Work for submission substantial completion until all of the Work of the Contract is substantially complete. 1. As soon as reasonably practical after receiving such notification, the Owner’s Representative will inspect the Work and thereafter advice the Contractor of any deficiencies or other impediments to determining the OWNER a list of items Work to be completed substantially complete. Note that any such inspection and listing of impediments to substantial completion shall not be construed to be a “final inspection” or corrected. The failure to include any items on “punch list,” unless specifically identified as such list does not alter by the responsibility of the Contractor to complete the Work in accordance with the Contract DocumentsOwner’s Representative. 2. When the OWNER Owner’s Representative determines that the Work or designated portion thereof is is, in fact, substantially complete, it a final inspection involving all interested parties will be scheduled and conducted by the Owner’s Representative. The Owner’s operation and maintenance personnel may participate in this inspection or may perform their inspections separately. Following the inspection(s), the Owner’s Representative will provide the Contractor with a compiled list of defective, deficient, incomplete or otherwise unacceptable Work. This list is commonly referred to as a “punch list”. The Owner’s Representative will indicate on the punch list its opinion of the estimated cost of completing or correcting each of the items listed thereon. 3. After preparation of the punch list, the Owner’s Representative will prepare and issue a written notice to the Contractor establishing the date Certificate of Substantial Completion. The notice shall state This document will clearly identify the parts of the Work which are substantially complete, the value of the substantially completed Work, including any fully executed change orders applicable thereto, the date of substantial completion, the beginning and end date of the warranty period, and the continuing responsibilities of the OWNER and the Contractor parties for (but not limited to) securityoperation, maintenance, heat, utilities, damage security, insurance, etc. The punch list will be attached to the Work, Certificate of Substantial Completion and insurance, and shall list remaining items to be corrected or completedmade a part thereof. (The value of substantially completed Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof determined from the Contract amountbid items, or, if no applicable bid items exist, from the Contractor’s approved lump sum breakdown.)

Substantial Completion. The Date term “Substantial Completion” shall mean that state of completion of the Premises as required by the Drawings and Specifications (as defined in Exhibit “F”), as certified by Landlord’s architect and 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, 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 Authorities require that such construction and other installations be completed prior to conducting final inspections or issuing a final inspection certificate, certificate of occupancy, or its equivalent (any of the foregoing, an “Occupancy Permit”) for the Premises (and Substantial Completion shall nevertheless be deemed to have occurred if Landlord has completed the Tenant Improvements (as defined in Exhibit “F”) to the extent described above, but is denied an Occupancy Permit because Tenant has failed to install any Tenant Work or to perform all other installations of the Work is the date the OWNER determines construction is sufficiently completeits furniture, fixtures and equipment properly and in accordance with the Contract Documents and as defined in the Technical Specificationsapplicable Governmental Requirements). The Premises shall be deemed substantially complete even though minor or insubstantial details of construction, so the OWNER may occupy mechanical adjustment or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject decoration remain to completion of minor punch list itemsbe performed, the absence of non-completion of which does not materially interfere with OWNERTenant’s intended use of the project, including Premises or the intended normal conduct of its business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amounttherein.

Substantial Completion. The Date For purposes of Substantial Completion this Lease (including all provisions of this Work Agreement), the Premises (or any particular floor thereof), and the Tenant Work is therein, shall conclusively be deemed to be "substantially complete" as soon as (i) the date Tenant Work (specifically excluding any of Tenant's telephone equipment, special office equipment, computer equipment, audio/visual equipment, cabling and wiring, supplemental HVAC equipment, systems furniture, other furniture and personal property, Tenant Special Equipment and any items to be installed or constructed by Tenant or Tenant's contractor or vendor) to be installed in the OWNER determines construction is sufficiently complete, Premises (or such particular floor thereof) by Landlord pursuant to this Work Agreement has been constructed in accordance with the Contract Documents Tenant Plans approved by Landlord and any change orders approved by Landlord, as defined in the Technical Specificationscertified by Landlord's construction manager, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all subject to Landlord's completion of any punch list items of work which do not materially interfere with Tenant's permitted and intended use of the Premises (or such particular floor thereof), (ii) the Building's parking area is available for Tenant's use in accordance with the Lease, (iii) reasonable access to the Premises (or such particular floor thereof) is available for Tenant, (iv) the base Building systems necessary to provide the services required hereunder to be provided by Landlord to the Premises (or such particular floor thereof) are functional and (v) a temporary or permanent certificate of occupancy has been obtained for the Premises (or such particular floor thereof); provided, however that no such certificate of occupancy shall be required for the Premises (or such particular floor thereof) to be substantially complete if Landlord is unable to obtain such certificate of occupancy as a result of any act or omission of Tenant or Tenant's contractors or vendors, including without limitation, as a result of any systems furniture, Tenant Special Equipment or any work to be installed or constructed by Tenant or Tenant's contractors or vendors not being complete at the time that the Premises would otherwise be substantially complete. Tenant shall cooperate with Landlord in connection with Landlord obtaining certificate(s) of occupancy for the Premises. Notwithstanding the above, (a) the Premises (or such particular floor thereof) shall be considered substantially complete even though there remain to be completed as defined in the Technical Specifications (subject to completion of minor Premises punch list items, including but not limited to minor or insubstantial details of construction, decoration or mechanical adjustment, the absence lack of completion of which does will not materially interfere with OWNER’s Tenant's permitted and intended use of the projectPremises (or such particular floor thereof). In addition, including notwithstanding the intended normal business operations foregoing, upon the occupancy by Tenant of any portion of any floor of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications Premises for the project or purpose of conducting business therein (as opposed to preparing the Premises for Tenant's use) such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor floor shall prepare for submission to the OWNER a list of items be deemed to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities whether or not any of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage other conditions to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountsubstantial completion have then occurred.

Substantial Completion. (a) The Date Premises shall be deemed to be substantially complete when the work to be performed by Landlord pursuant to the Plans approved by Landlord and Tenant has been completed as certified by Landlord and architect, except for items of Substantial Completion work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant's use of the Work is the date the OWNER determines construction is sufficiently completePremises (i.e., in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor "punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; "). (b) all elements and project systems included in Notwithstanding the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)foregoing, if any, are specified elsewhere Landlord shall be delayed in substantially completing the Contract Documents. When the Contractor considers that the Work, or Premises as a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The result of: (i) Tenant's failure to include any items furnish to Landlord the final Plans on such list does not alter or before the responsibility of Tenant Plan Delivery Date; or (ii) Tenant's failure to furnish the Contractor Plans and/or Tenant's failure to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER approve Landlord's cost estimates within the time period allowed by specified in Section 4 herein and/or Tenant's failure to approve the Contract Documents. In the event the Contractor fails to complete or correct the remaining items space plan within the allotted timetime specified in Section 1 herein; or (iii) Tenant's changes in the Tenant Improvements or the Plans (notwithstanding Landlord's approval of any such changes); or (iv) Tenant's request for changes in or modifications to the Plans subsequent to the Tenant Plan Delivery Date; or (v) Inability to obtain non-building standard materials, finishes or installations requested by Tenant; or (vi) The performance of any work by any person, firm or corporation employed or retained by Tenant; or (vii) Any other act or omission by Tenant or its agents, representatives, and/or employees; then, in any such event, for purposes of determining the Commencement Date, the OWNER may complete Premises shall be deemed to have been substantially completed on the date that Landlord and architect determine that the Premises would have been substantially completed if such Delay or correct the items and deduct the cost thereof from the Contract amountDelays had not occurred.

Substantial Completion. The Date 6.6.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete and, with or before such notice, shall provide Owner a draft list of items of Work that have to be completed before final payment. Owner may add items to this list. Within five (5)days of Owner's receipt of Design-Builder's notice, Owner and Design-Builder will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If such Work is substantially complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch (ii) the remaining items of Work that have to be completed before final payment(omissions of an item from the list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does shall not interfere with OWNER’s intended use be a waiver of the projectright to have such items of Work done or an admission that it was done), including (iii) provisions (to the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled extent not already provided in the Contract Documents; (c) all instruction of OWNER’s personnel in establishing Owner's and Design-Builder's responsibility for the operation of the project systems has been completed; Project's security, maintenance, utilities and insurance pending final payment and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. 6.6.2 Upon Substantial Completion of the OWNER and the Contractor for (but not limited to) securityentire Work or, maintenanceif applicable, heat, utilities, damage to any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, 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 later identified plus such other amounts as may be reasonably necessary to protect Owner. 6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design-Builder and insuranceOwner have obtained the consent of their sureties and insurers, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) Owner's use or occupancy will not significantly interfere with Design-Builder's completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or use utilize the Work for its intended use.The Work or designated portions thereof as set out herein will not be considered Substantially Complete until (and the term Substantial Completion shall mean) the performance of the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in is to the Technical Specifications point where (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a1) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project Project systems included in the Work or designated portion thereof are operational, (including, without limitation2) as to such Work or designated portion thereof, all life safety systemsrequired governmental inspections and certifications required of Contractor have been made and posted, (3) are operational and functioning as designed and scheduled to such Work or designated portion thereof, designated initial instruction described in the Contract Documents; (c) all instruction Documents of OWNEROwner’s personnel in the operation of the project systems has been completed; , and (d4) no liensas to such Work or designated portion thereof, claims all the required finishes set out in the Contract Documents are in place. The only remaining work shall be minor in nature, so that the Owner or encumbrances have been filed Owner’s tenants could occupy the applicable portion of the Project on that date, and the completion of the work by the Contractor would not materially interfere with or are outstanding hamper the Owner or Owner’s tenant’s normal school operations or other intended use. As a further condition of Substantial Completion of the whole or designated portion thereof, the Contractor shall certify that all remaining Work with respect to thereto will be completed within the Worktime specified by the Contract Documents for Final Completion. Substantial Completion date(s), if any, are specified elsewhere As provided in the Contract Documents. , Owner may occupy a portion of the facility prior to Substantial Completion. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect Substantially Complete, the Architect and the Dallas ISD Construction Services department shall prepare a comprehensive list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s When Contractor notifies Architect and the Dallas ISD Construction Services department that it has completed or corrected items on the 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 then submit a request for another inspection by the Architect to determine Substantial Completion. Except with the consent of the Owner, the Architect shall perform no more than two inspections to determine whether the Work or a designated portion thereof has attained Substantial Completion in accordance with Contract Documents. One inspection may require multiple visits and more than one day to complete .The Owner shall be entitled to reimbursement from the Contractor for amounts paid to the Architect for any additional inspections caused by act or omission of Contractor. § 9.8.4 When the OWNER determines that the Work or designated portion thereof is substantially complete, it the Architect will prepare timely prepare, sign and issue a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice , shall state the establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 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. In the event the Contractor fails to complete or correct the remaining items within the allotted timeUpon such acceptance and consent of surety, if any, the OWNER Owner shall may complete make payment of retainage applying to such Work or correct designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the items and deduct the cost thereof from requirements of the Contract amountDocuments. § 9.8.6 The Contractor shall keep all required insurance in full force, and utilities on, until the Certificate of Substantial Completion is issued, and accepted by the Owner in writing, regardless of the stated date of Substantial Completion, subject to 11.2.2. Acceptance shall not be unreasonably withheld.

Substantial Completion. The Date For purposes of this Agreement, "Substantial Completion Completion" of the Work is shall be deemed to have occurred upon the date the OWNER determines construction last of the following provisions have been complied with and satisfied by Developer (unless any of such provisions are waived by CNT in its sole discretion): i. Developer shall have furnished to CNT and Title Insurer copies of all final waivers or lien and final sworn statements from General Contractor, all subcontractors and materialmen; ii. Substantial Completion as defined in the Lease shall have occurred; iii. Developer shall have delivered to CNT a certificate from General Contractor dated within fifteen (15) days prior to the exercise of the Put Option certifying that no notices of violations of laws or ordinances arising from the Work were served upon General Contractor during the performance of the Work and General Contractor has no knowledge that the Project is in violation of any applicable laws or ordinances; iv. Developer shall have furnished to CNT an "as built" set of Plans, showing all paving, driveways, fences, interior and exterior improvements and original guaranties and warranties from the General Contractor and all subcontractors and material suppliers, including, but not limited to, a ____________ (_____) year full system roof warranty; v. Developer shall have caused Architect to furnish to CNT a certificate stating (a) that the Work is sufficiently complete, complete in accordance with the Contract Documents and as defined in Plans so that Tenant can occupy the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications Building for the project or such portion thereof as use intended under the case may beLease, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) that the Building complies with all elements applicable laws and project systems included in the Work (including, without limitation, all life safety systems) are operational ordinances and functioning as designed and scheduled in the Contract Documents; (c) all instruction such other information reasonably requested by CNT or Tenant. vi. Developer shall have furnished to CNT a final certificate of OWNER’s personnel in occupancy for the operation of Project or, if available and if sufficient to permit the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)tenant, if any, are specified elsewhere in for the Contract Documents. When Project to occupy and use the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete Project as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed contemplated by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted timeLease for such Project, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amounta temporary certificate of occupancy.

Substantial Completion. The Date of Delays in the Substantial Completion of the Work is which occur (a) because of any delay in Tenant's delivery of the date final working drawings to Landlord for Landlord's approval, (b) because of any delay by ▇▇▇▇▇▇ in designating its architect, engineer, contractors and/or subcontractors for Landlord's approval, (c) because of any change by Tenant to the OWNER determines construction is sufficiently completeWorking Drawings, (d) because of any specification by Tenant of materials or installations in accordance with the Contract Documents and as defined in the Technical Specificationsaddition to or other than Landlord's standard finish-out materials, so the OWNER may occupy (e) because Tenant, any contractor or use subcontractor of Tenant, or Tenant's agents otherwise delays completion of the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion f) because of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use any delay resulting from ▇▇▇▇▇▇'s exercise of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of early occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding option with respect to the Work2nd Floor Space, or (g) because of any other reason within Tenant's control are herein called "TENANT'S DELAYS", provided that the foregoing shall not constitute Tenant Delays unless and until ▇▇▇▇▇▇▇▇ gives notice thereof to Tenant and Tenant fails to correct the action, inaction or condition giving rise to such Tenant Delay within one (1) day of such notice. Delays in the Substantial Completion date(sof the Work which occur because of (i) any delay by Landlord in approving final working drawings or changes in the Work submitted to Landlord for approval, (ii) any delay by Landlord in approving architects, engineers, contractors and/or subcontractors designated by Tenant, (iii) any other reason within Landlord's control, or (iv) Force Majeure are herein called "LANDLORD'S DELAYS". "SUBSTANTIAL COMPLETION" of the Work shall be deemed to have occurred, and the Work shall be deemed to be "SUBSTANTIALLY COMPLETED", when Landlord delivers the Premises to Tenant with the Work completed to a stage sufficient to permit the conduct by Tenant of its business in the ordinary course, in substantial compliance with all applicable governmental codes and requirements (including the Disabilities Acts to the extent Landlord is responsible therefor pursuant to the terms of this Lease), if anywith all applicable Building systems and equipment in first class order and operating condition, and with all legal requirements prerequisite to Tenant's use of the Premises for the Permitted Use having been met, other than any required zoning changes for the Permitted Use which shall be governed by Section 26(f). The "COMPLETION DATE" of the Premises shall occur on the earlier of (1) fourteen (14) days after the date on which the Premises are specified elsewhere delivered to Tenant in a Substantially Complete condition, or (2) fourteen (14) days following the Contract Documents. When date the Contractor considers Premises would have been Substantially Complete but for Tenant Delays (the 14-day period described in clause (1) or (2), as applicable, being herein called the "MOVE-IN PERIOD"); provided that the WorkMove-In Period shall be extended for one (1) day, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected Completion Date shall be completed to delayed by one (1) day, for each day of Landlord's Delays during the satisfaction of the OWNER within the time period allowed by the Contract Documents. Move-In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPeriod.

Substantial Completion. The Date of Substantial Completion term "Ready for Occupancy" shall mean the date on which substantial completion of the Work is Lessee Improvements has occurred. Substantial completion of the Lessee Improvements shall be deemed to have occurred on the date the OWNER determines construction is sufficiently complete, Lessee Improvements have been completed in substantial accordance with the Contract Documents Final Plans, except for matters not adversely affecting Lessee's use or occupancy of the Premises and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, except for its intended purpose, without restriction and all punch list items completed as defined in (i.e., minor details of construction, mechanical adjustments or decorations which do not materially interfere with Lessee's use of the Technical Specifications (subject to completion Premises). The Premises shall be deemed Ready for Occupancy even though certain portions of minor punch list itemsthe Building, the absence of completion of which does do not interfere with OWNER’s intended use Lessee's efficient conduct of its business, have not been fully completed, and even though Lessee's furniture, telephones, telexes, facsimiles, photocopy machines, computers and other business machines or equipment have not been installed, the purchase and installation of which shall be Lessee's sole responsibility. If Lessee does not furnish the necessary information and reasonably cooperate with Lessor, the Architect and all other persons needed in connection with the preparation for or construction of the projectLessee Improvements, including or does not furnish or complete, or is delayed in furnishing or completing, installation of any furniture, fixtures or equipment in or about the intended normal business operations Premises which Lessee or Lessee's vendor or contractor is obligated to furnish or install, or does not comply with each of the projecttime requirements of this Agreement, or detract from any action or inaction of Lessee or Lessee's Employees causes or results in a delay in the aesthetic appearance date the Lessee Improvements would have been substantially completed, same shall be deemed to be "Lessee Delays," and the date of substantial completion of the project) and: (a) all designated or required governmental certificates Lessee Improvements shall be deemed to have occurred earlier by the number of occupancy days of Lessee Delays. Lessee agrees that it shall fully cooperate with Lessor, the Architect and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)general contractor, if any, are specified elsewhere to the extent necessary to assure substantial completion of the Lessee Improvements as soon as is reasonably possible. Lessor warrants that the base Building mechanical, electrical, heating, ventilation and air conditioning and plumbing systems located in the Contract DocumentsPremises shall be in good working order as of the date Lessor delivers possession of the Premises to Lessee. When the Contractor considers that the Work, or a designated portion thereof which is acceptable Except to the OWNER extent caused by the acts or omissions of Lessee or by any Alterations or improvements (other than the Lessee Improvements) performed by or on behalf of Lessee, if such systems are not in good working order as of the date possession of the Premises is substantially complete as defined abovedelivered to Lessee and Lessee provides Lessor with notice of the same within sixty (60) days following the date Lessor delivers possession of the Premises to Lessee, Lessor shall be responsible for repairing or restoring the Contractor shall prepare for submission same. Notwithstanding anything contained herein to the OWNER a list contrary, Lessee shall have six (6) months from the completion of items the Lessee Improvements to be completed or correctedperformed by Lessor in which to discover and notify Lessor of any latent defects in the Lessee Improvements. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected Lessor shall be completed responsible for the correction of any latent defects with respect to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof which it received timely notice from the Contract amountLessee.

Substantial Completion. (a) The DB Contractor will achieve Substantial Completion of each Project Asset on or before the Scheduled Substantial Completion Date for such Project Asset, subject to adjustment in accordance with this Agreement and subject to the assessment of liquidated damages pursuant to Section 8.10(a). (b) The Concessionaire will countersign a Substantial Completion Certificate submitted by the DB Contractor with respect to a given Project Asset at such time as all conditions to Substantial Completion set forth in Section 8.08(c) are satisfied for such Project Asset; the Concessionaire’s countersignature shall be subject to the issuance by the Department of a corresponding certificate of CA Substantial Completion pursuant to the CA. (c) Substantial Completion of each Project Asset will have been achieved when each of the following conditions have occurred for the applicable Project Asset: (i) all lanes of traffic (including ramps, interchanges, overpasses, underpasses, and other crossings) set forth in the Construction Documentation are in their final configuration and available for normal and safe use and operation; (ii) all major safety features are installed and functional, including, as required, shoulders, guard rails, striping and delineations, concrete traffic barriers, bridge railings, cable safety systems, metal beam guard fences, safety end treatments, terminal anchor sections and crash attenuators; (iii) all required illumination for normal and safe use and operation is installed and functional in accordance with the Technical Requirements; (iv) all required signs and signals for normal and safe use and operation are installed and functional in accordance with the Technical Requirements; (v) the need for temporary traffic controls or for lane closures at any time has ceased (except for any then required for routine maintenance, and except for temporary lane closures in accordance with and as permitted by a Department-approved traffic management plan solely in order to complete Punch List items); (vi) the tolling commissioning process described in the Technical Requirements is completed, and the components of the ETTM System (other than the TMS) are completed, have passed all demonstration testing in accordance with the Construction Documentation and the Technical Requirements (other than the Integration Acceptance Test), including demonstration of interoperability with the E-ZPass network or any successor to E-ZPass then utilized on State Highways, and are ready for normal operation; provided, however, with respect to any Project Asset for which (A) a Tolling and O&M Notice to Proceed has been issued or (B) the Department has agreed in writing pursuant to Section 9.02(a)(viii) of the CA that the conditions set forth in Section 9.02(a)(viii) of CA have been satisfied, then the conditions of this Section 8.08(c)(vi) will be deemed satisfied; (vii) the TMS (if any) and safety features for TMS components are installed and functional; (viii) the DB Contractor has otherwise completed the DB Work in accordance with this Agreement, including the Technical Requirements, and with the Construction Documentation, such that the Project is in a physical condition that it can be used for normal and safe vehicular travel in all lanes and at all points of entry and exit, subject only to Punch List items; (ix) the DB Contractor has delivered either (i) an interim lien and claim waiver, in the form of Exhibit GG hereto, of the DB Contractor’s liens and other claims to the extent of the most recent payment received by the DB Contractor, or (ii) written evidence of posting of a bond by the DB Contractor meeting the requirements set forth in Section 7.02(f) in the amount equal to the aggregate of amounts of all liens and other claims on any part of the Project Asset that remain outstanding as of the date of Substantial Completion (or, if earlier, the date of the most recent payment to the DB Contractor); (x) CA Substantial Completion with respect to the Project Asset has occurred under the Comprehensive Agreement as evidenced by the Department’s issuance of a CA Substantial Completion Certificate thereunder with respect to the Project Asset; and (xi) the Concessionaire has delivered to the DB Contractor the Substantial Completion Certificate signed by the DB Contractor and countersigned by the Concessionaire; provided, that if any of the conditions in this Section 8.08(c) for which any of the Concessionaire Contractors is responsible has not been satisfied by such Concessionaire Contractor for reasons not attributable to the DB Contractor, then so long as all other conditions to Substantial Completion in this Section 8.08(c) have been satisfied, for all purposes of this Agreement the DB Contractor shall not be deemed to have failed to achieve Substantial Completion with respect to the applicable Project Asset, and the DB Contractor shall be entitled to claim a Scope Change Order for a Concessionaire-Caused Delay in accordance with Section 14.05(d) solely for direct impacts caused by the failure of such Concessionaire Contractor to satisfy any of the conditions in this Section 8.08(c) for reasons not attributable to the DB Contractor. (d) The Parties will disregard the status of the landscaping and aesthetic features included in the Construction Documentation in determining whether Substantial Completion has occurred, except to the extent that its later completion will affect public safety or satisfaction of the criterion in Section 8.08(c). (e) At least twenty-eight (28) Days prior to the date when the DB Contractor anticipates to achieve Substantial Completion of a given Project Asset, it shall deliver to the Concessionaire a notice thereof (the “Notice of Project Asset Substantial Completion”). The Notice of Project Asset Substantial Completion shall contain a report of results of, and a description of, all DB Work completed in respect to the Project Asset in a form acceptable to the Concessionaire and with sufficient detail to enable it to establish whether Substantial Completion has been achieved, as well as a Substantial Completion Certificate signed by the DB Contractor. Within ten (10) Days after receipt of the Notice of Project Asset Substantial Completion, the Concessionaire shall inspect the Project Asset and all DB Work completed by the DB Contractor related thereto and review the report submitted by the DB Contractor and either (a) provide written notice to the Department pursuant to Section 8.08(e) of the CA of anticipated CA Substantial Completion under the CA of such Project Asset, or (b) if reasonable cause exists for doing so, notify the DB Contractor that Substantial Completion has not been achieved stating the reasons therefor. Subject to Section 10.05, if the Concessionaire notifies the DB Contractor that Substantial Completion has not been achieved, the DB Contractor shall promptly take such action or perform such additional DB Work as will permit achievement of Substantial Completion and issue to the Concessionaire a revised Notice of Project Asset Substantial Completion signed by the DB Contractor. The foregoing process shall be repeated until the Concessionaire is satisfied with the Notice of Project Asset Substantial Completion and concurs that Substantial Completion of the Work is Project Asset has occurred, whereupon it shall provide notice thereof to the date Department. Within the OWNER determines construction is sufficiently complete21-Day period after the Concessionaire provides such notice to the Department, the Concessionaire, the DB Contractor and, in accordance with Section 8.08(e) of the Contract Documents CA, the Department will meet, confer and exchange information on a regular basis with a goal being the Department’s orderly, timely inspection of the applicable Project Asset and review of the final Construction Documentation for the applicable Project Asset and the Department’s issuance of a CA Substantial Completion Certificate under the CA for the applicable Project Asset. In addition, the DB Contractor shall allow the Department to inspect the applicable Project Asset, review the final Construction Documentation for the applicable Project Asset and conduct such other investigation as defined may be necessary to determine whether CA Substantial Completion for the applicable Project Asset is achieved under the CA within such 21-Day period. (f) Under the CA, if the Department disapproves the issuance of a CA Substantial Completion Certificate, then the Department is to provide a written notice to the Concessionaire specifying in reasonable detail its reasons for such disapproval within ten (10) Days of receipt of the Technical Specificationsfinal Construction Documentation and completion of the inspection for the applicable Project Asset, so which the OWNER may occupy or use Concessionaire shall promptly provide to the DB Contractor to the extent such disapproval relates to the DB Work. Subject to Section 10.05 the DB Contractor will satisfy the conditions to CA Substantial Completion under the CA that were not met for the applicable Project Asset to which the Department’s disapproval relates. Under the CA, or designated portion thereofthe Department is to inspect, review and investigate the applicable Project Asset and the corrective work within five (5) Days after (i) the DB Contractor provides, on behalf of the Concessionaire, written notice that such work has been completed and (ii) the Department is provided access to such corrective work. If the Department and the DB Contractor cannot, despite good faith efforts, agree as to CA Substantial Completion under the CA for its intended purposethe applicable Project Asset, without restriction and all punch list items completed as defined in the Technical Specifications (DB Contractor may, subject to completion of minor punch list itemsSection 21.06, direct the absence of completion of which does not interfere with OWNER’s intended use Concessionaire to refer the matter to the dispute resolution procedures pursuant to Article 21 of the projectCA. (g) The DB Contractor will provide notice to the Concessionaire, including which the intended normal business operations Concessionaire shall promptly provide to the Department, if the Department has not approved or disapproved the issuance of a CA Substantial Completion Certificate within 21 Days after delivery of the project, or detract from notice by the aesthetic appearance Concessionaire pursuant to Section 8.08(e) of the projectCA. If the Department has not notified the Concessionaire of such approval or disapproval within 15 Days after such Concessionaire notice, and if the delay is not a result of a DB Contractor Party’s action or inaction, then such delay will constitute a CA Compensation Event and the provisions of Section 14.01 shall apply. (h) and: (a) all designated or required governmental certificates If the Department approves the issuance of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. a CA Substantial Completion date(s)Certificate, if any, are specified elsewhere in under the Contract Documents. When CA the Contractor considers that the Work, or Department will provide with its CA Substantial Completion Certificate a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list CA Punch List of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility achieve CA Final Acceptance of the Contractor to complete applicable Project Asset, which items shall be included in the Work in accordance with Punch List under this Agreement except for items expressly excluded from the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities scope of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The DB Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountas set forth in Exhibit CC.

Substantial Completion. a. The Date Premises shall be deemed to be substantially complete when the work to be performed by Landlord pursuant to the Plans approved by Landlord and Tenant has been completed and approved by the appropriate governmental authorities, as certified by Landlord and architect, and a Certificate of Substantial Completion Occupancy has been issued, except for items of work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant's use of the Work is the date the OWNER determines construction is sufficiently completePremises (i.e., in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor "punch list items, "). b. Notwithstanding the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)foregoing, if any, are specified elsewhere Landlord shall be delayed in substantially completing the Contract Documents. When the Contractor considers that the Work, or Premises as a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The result of: (i) Tenant's failure to include any items furnish to Landlord the final Plans on such list does not alter or before the responsibility of Tenant Plan Delivery Date; or (ii) Tenant's failure to furnish the Contractor Plans and/or Tenant's failure to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER approve Landlord's cost estimates within the time period allowed by specified in SECTION 4 herein and/or Tenant's failure to approve the Contract Documents. In the event the Contractor fails to complete or correct the remaining items space plan within the allotted timetime specified in SECTION 1 herein; or (iii) Tenant's changes in the Tenant Improvements or the Plans (notwithstanding Landlord's approval of any such changes); or (iv) Tenant's request for changes in or modifications to the Plans subsequent to the Tenant Plan Delivery Date; or (v) Inability to obtain non-building standard materials, finishes or installations requested by ----------------- T /s/ RDG INITIALS -------- LL /s/ illegible ----------------- Tenant; or (vi) The performance of any work by any person, firm or corporation employed or retained by Tenant; or (vii) Any other act or omission by Tenant or its agents, representatives, and/or employees; then, in any such event, for purposes of determining the Commencement Date, the OWNER may complete Premises shall be deemed to have been substantially completed on the date that Landlord and architect determine that the Premises would have been substantially completed if such Delay or correct the items and deduct the cost thereof from the Contract amountDelays had not occurred.

Substantial Completion. a. The Date Premises shall be deemed to be substantially complete when the work to be performed by Landlord pursuant to the Plans approved by Landlord and Tenant has been completed as certified by Landlord and architect, except for items of Substantial Completion work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant's use of the Work is the date the OWNER determines construction is sufficiently completePremises (i.e., in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor "punch list items, "). b. Notwithstanding the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)foregoing, if any, are specified elsewhere Landlord shall be delayed in substantially completing the Contract Documents. When the Contractor considers that the Work, or Premises as a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The result of: (i) Tenant's failure to include any items furnish to Landlord the final Plans on such list does not alter or before the responsibility of Tenant Plan Delivery Date; or (ii) Tenant's failure to furnish the Contractor Plans and/or Tenant's failure to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER approve Landlord's cost estimates within the time period allowed by specified in Section 4 herein and/or Tenant's failure to approve the Contract Documents. In the event the Contractor fails to complete or correct the remaining items space plan within the allotted timetime specified in Section 1 herein; or (iii) Tenant's changes in the Tenant Improvements or the Plans (notwithstanding Landlord's approval of any such changes); or (iv) Tenant's request for changes in or modifications to the Plans subsequent to the Tenant Plan Delivery Date; or (v) Inability to obtain non-building standard materials, finishes or installations requested by Tenant; or (vi) The performance of any work by any person, firm or corporation employed or retained by Tenant; or (vii) Any other act or omission by Tenant or its agents, representatives, and/or employees; then, in any such event, for purposes of determining the Commencement Date, the OWNER may complete Premises shall be deemed to have been substantially completed on the date that Landlord and architect determine that the Premises would have been substantially completed if such Delay or correct the items and deduct the cost thereof from the Contract amountDelays had not occurred.

Substantial Completion. The Date Landlord shall cause the Work to be "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.05 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.05 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.06 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punch1ist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date of Substantial Completion of Landlord and Tenant shall cause the Work is General Contractor to Substantially Complete (defined below) the date the OWNER determines construction is sufficiently complete, Tenant Improvements in accordance with the Contract Documents Approved Final Drawings by the Commencement Date of the Lease as set forth in Section 2 of the Lease (the "Completion Date"), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, moratoriums, governmental agencies, delays on the part of governmental agencies and weather, (b) the lack of availability or shortage of specialized materials used in the construction of the Tenant Improvements, (c) any matters beyond the control of Landlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are Tenant Delays, as defined in Section 7 below) (the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction events and all punch list items completed as defined matters set forth in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: Subsections (a) all designated or required governmental certificates of occupancy and other permits), inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including), without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect collectively referred to the Work. Substantial Completion date(sas "Force Majeure Delays"), if any, are specified elsewhere or (e) any Tenant Delays (defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the Contract Documents. When date that (i) the General Contractor considers issues to Landlord a notice of substantial completion stating that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items Tenant Improvements and all work required to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially done by Landlord are complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (including, but not limited to, the submetering and the lobby, or (ii) securitythe 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, maintenancecertificate of occupancy or the written approval evidencing its final inspection on the building permit(s), heator (iii) the date on which Tenant first takes occupancy of the Premises for the conduct of business, utilitieswhichever first occurs, damage provided that in any case the Building systems serving the Premises are operational to the Workextent necessary for the conduct of Tenant's business ("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 insurancework 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 effect, (iii) Landlord shall not be deemed to be in breach or default of the Lease 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 list remaining items 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 corrected or completed. The Work not fully completed or corrected incorporated into the Premises for all purposes of the Lease, unless Landlord, in writing, indicates otherwise to Tenant provided, however, Tenant shall be completed entitled to the satisfaction tax depredation benefits accruing thereto during the term of the OWNER within Lease to the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the extent of Tenant's cost thereof from the Contract amounttherein.

Substantial Completion. The Date Landlord shall cause the Work to be ---------------------- "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.6 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed' for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.6 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction Landlord shall not be deemed to be in breach or default or the Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of OWNER’s personnel any delay in the operation occupancy (whether for damages, abatement of the project systems has been completed; Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.6 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.7 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documentsaforesaid architect's certificate promptly after substantial completion. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice See Addendum to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountLease Section B6.

Substantial Completion. The Date of 31.1 When the Contractor requests a Substantial Completion of Inspection for the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or a designated portion thereof, for its intended purpose, without restriction the DP and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, Owner shall determine the absence of completion of which does not interfere with OWNER’s intended use validity of the project, including request. A list of items to be completed or corrected shall be prepared by the intended normal business operations Contractor and presented to the Owner and the DP with the request for inspection. By submitting a request for Substantial Completion Inspection the Contractor thereby certifies that it has performed a thorough inspection of the project, or detract from Project in preparing the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected, has consulted with its subcontractors, and that the remaining incomplete or defective work shall be completed within thirty (30) days of submission of the request. The Owner or the DP or both shall evaluate the Contractor's request and list of uncompleted items and, if appropriate in their judgment, add to or delete items from the list necessary to complete the work. The failure to include any items on such any punch list does shall not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When By submitting a request for Substantial Completion Inspection, the OWNER determines Contractor thereby certifies that the remaining incomplete or defective Work required by the Contract Documents shall be completed within thirty (30) calendar days, or as specified in Task Order Amendment specific to the Project. 31.2 If the DP and/or the Owner, on the basis of Substantial Completion inspection, determine that the Work or designated portion thereof is has been substantially completecompleted in accordance with the Contract Documents, it then the DP will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion, which shall establish the date of Substantial Completion. The notice ; shall state the responsibilities of the OWNER Contractor for remaining punch list items, maintenance, heat and utilities, security, and damage to the work; and shall fix the time, not to exceed thirty (30) days, within which the Contractor shall complete the punch list. The Certificate of Substantial Completion shall be submitted by the DP to the Owner and the Contractor for (their written acceptance of the responsibilities assigned to them in such Certificate. The Project shall not be deemed substantially complete until the Certificate is issued irrespective of Owner occupancy. The Contractor shall reimburse the Owner, via a deductive Change Order, any and all reinspection costs, including trip charges, beyond the second inspection for Substantial Completion. 31.3 At the Owner’s written request, Project Closeout Documents normally required for submission by the Contractor to the Owner for Substantial Completion may include, but are not limited to: A. Fire Marshal Acceptance Alarm/Sprinkler and State Fire Marshal Acceptance Report B. State Elevator Inspection Report C. Insurance Carrier Certificate for Boiler Inspection D. Preliminary Balance Report E. Preliminary As-Builts F. Attic Stock G. Substantial Completion Project Inspection (FS #15) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction H. Punchlist Issued (FS#24) I. Certificate of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.Substantial Completion (FS#81) J. Schedule of Required Maintenance (FS#88)

Substantial Completion. The Date of ed, the all oth portio Ow er g n fo agrees to a § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which thereof alone does not interfere with OWNER’s intended use indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the project, including the intended normal business operations of the project, Work or detract from the aesthetic appearance of the project) and: (a) all designated portion thereof to be achiev have received a temporary or required governmental certificates final certificate of occupancy (if necessary for occupancy) and other permits, inspections approvals necessary and certifications required for the project Owner to occupy or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in utilize the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. designated purpose. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined aboveOwner § 9.8.3 Upon receipt of the Contractor’s punch list, the Owner, Contractor shall prepare for submission and the Architect will jointly make an inspection to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Date (A) Landlord shall perform, at Landlord's sole cost, the work shown on the plans (the "Plans") listed on Exhibit B annexed hereto ("Landlord's Work"); provided, however, that the Landlord shall have no responsibility for the installation or connection of Substantial Completion Tenant's computer, telephone, other communication equipment, systems or wiring. To the extent that Tenant requests any additional items of work beyond those items described in Exhibit B and Exhibit B-1, Tenant shall be responsible for all costs associated therewith (such costs being hereinafter referred to as "Tenant Plan Excess Costs"). (A) Subject to delays due to governmental regulation, unusual scarcity of or inability to obtain labor or materials, labor difficulties, casualty or other causes reasonably beyond Landlord's control or attributable to Tenant's action or inaction (collectively "Landlord's Force Majeure") Landlord shall use reasonable speed and diligence in the performance of Landlord's Work, but Tenant shall have no claim against Landlord for failure so to complete construction of Landlord's Work is in the date Premises, except for the OWNER determines construction is sufficiently completeright to terminate this Lease, without further liability to either party, in accordance with the Contract Documents provisions hereinafter specified in Section 3.2. The Premises shall be treated as having been substantially completed and as defined be deemed ready for Tenant's occupancy on the later of: (a) The date on which Tenant has been notified in the Technical Specifications, so the OWNER may occupy or use the writing that Landlord's Work, together with common facilities for access and services to the Premises, has been completed (or designated portion thereofwould 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 immaterial items of work for which there is a 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) The date when Tenant has been notified in writing that permission has been obtained from the applicable governmental authority, to the extent required by law, for its intended purpose, without restriction and occupancy by Tenant of the Premises for the Permitted Use. Landlord shall complete as soon as conditions practically permit all punch list and long-lead items, and Tenant shall cooperate with Landlord in providing access as may be required to complete such punch list and long-lead items in a normal manner. Landlord shall permit Tenant access for installing Tenant's trade fixtures and installing or connecting Tenant's computer, telephone, other communication equipment, systems or wiring in portions of the Premises prior to substantial completion when it can be done without material interference with remaining work or with the maintenance of harmonious labor relations. In the event of any dispute as to the date on which Landlord's Work has been completed as defined described in the Technical Specifications (subject to completion of minor punch list itemssubsection 3.1(B)(a) above, the absence reasonable determination of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the projectLandlord'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 detract from anyone employed by it, in performing work to prepare the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of Premises for occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systemsthe failure to timely pay Tenant Plan Excess Costs under Section 3.4 below and the work in installing Tenant's trade fixtures) are operational (collectively a "Tenant Delay") shall delay commencement of the Original 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 functioning Landlord's Work shall be deemed completed as designed and scheduled of the date when the same would have been substantially completed except for Tenant Delay, as determined by Landlord in the Contract Documents; (c) all instruction reasonable exercise of OWNER’s personnel its good faith business judgment. Nothing contained in the operation of the project systems has been completed; this paragraph shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere conditions contained in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountthis Lease.

Substantial Completion. The Date of ed, the all ot portio Ow her g n fo agrees to a § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which thereof alone does not interfere with OWNER’s intended use indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the project, including the intended normal business operations of the project, Work or detract from the aesthetic appearance of the project) and: (a) all designated portion thereof to be achiev have received a temporary or required governmental certificates final certificate of occupancy (if necessary for occupancy) and other permits, inspections approvals necessary and certifications required for the project Owner to occupy or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in utilize the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. designated purpose. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined aboveOwner § 9.8.3 Upon receipt of the Contractor’s punch list, the Owner, Contractor shall prepare for submission and the Architect will jointly make an inspection to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Date of Substantial Completion of the Work shall be met when: i) The Project is the date the OWNER determines construction is sufficiently materially complete, all essential equipment and systems are operational in accordance with the Contract, and has been fully designed, constructed and equipped in accordance with the Contract Documents and (except as defined provided in the Technical Specifications, so Final Completion punchlist submitted by Contractor); and ii) The Project demonstrates the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to following criteria after completion of minor punch list items, a *** period during the absence Performance Tests: a) No less than *** of completion Guaranteed Net Capacity ; and b) No more than *** of which does not interfere with OWNER’s intended use Guaranteed Net Heat Rate; and c) Air emission levels meeting the less stringent of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work guaranteed levels in accordance with permit test procedures. Notwithstanding the Contract Documents. When foregoing, in the OWNER determines that event the Work actual level exceeds the less stringent of the level set forth herein or designated portion thereof the permit level but nonetheless the Project is substantially completenot precluded from commercial operation by any Government Authority, it will issue a written notice to air emission levels for the Contractor establishing the date purposes of Substantial Completion. The notice Completion shall state the responsibilities of the OWNER be deemed to be achieved and the parties agree that Contractor shall not be liable for (but not limited to) security, maintenance, heat, utilities, damage delay liquidated damages as a result of failure to meet the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documentsemissions requirements. In the event the Project is precluded from commercial operation by any Governmental Authority at any time prior to meeting the lesser of the guaranteed levels as a result of the actual air emission levels, Contractor fails shall immediately commence necessary modifications/repairs of the Project so as not to complete exceed the less stringent of aforementioned levels. For each day until such level is demonstrated, Contractor shall be liable for the delay liquidated damages; and iii) Owner has received from Contractor all information necessary to secure permits, licenses, and approvals required at the time of commercial operation. Substantial Completion shall also be deemed to occur in the event a) that Owner operates the Project for its commercial benefit or correct b) Contractor is prevented from conducting performance tests within thirty (30) days of the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountdate Contractor provides notice to Owner it is ready to commence such tests.

Substantial Completion. a. The Date Premises shall be deemed to be substantially complete when the work to the performed by Landlord pursuant to the plans and working drawings approved by Landlord and Tenant has been completed and approved by the appropriate governmental authorities, as certified by Landlord and architect, except for items of Substantial Completion work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant’s use of the Work is the date the OWNER determines construction is sufficiently completepremises (i.e., in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor “punch list items”). b. Notwithstanding the foregoing, if Landlord shall be delayed in substantially completing the absence of Premises as a result of: (i) Tenant’s failure to furnish to Landlord on or before the Tenant Plan Delivery Date the final plans and working drawings for the construction and completion of which does not interfere with OWNERthe Premises; or (ii) Tenant’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor furnish plans and/or Tenant’s failure to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER approve Landlord’s cost estimates within the time period allowed by specified in Section 4 herein and/or Tenant’s failure to approve the Contract Documents. In the event the Contractor fails to complete or correct the remaining items space plan within the allotted timetime specified in Section 1 herein; or (iii) Tenant’s changes in the Tenant Improvements or the plans therefor (notwithstanding Landlord’s approval of any such changes); or (iv) Tenant’s request for changes in or modifications to such plans or working drawings subsequent to the Tenant Plan Delivery Date; or (v) Inability to obtain non-building standard materials, finishes or installations requested by Tenant; or (vi) The performance of any work by any person, firm or corporation employed or retained by Tenant; or (vii) Any other act or omission by Tenant or its agents, representatives, and/or employees; then, in any such event, for purposes of determining the Commencement Date, the OWNER may complete Premises shall be deemed to have been substantially completed on the date that Landlord and architect determine that the Premises would have been substantially completed if such delay or correct the items and deduct the cost thereof from the Contract amountdelays had not occurred.

Substantial Completion. The Date 5.7.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete (including the completion of performance testing). Within five (5) days of Owner’s receipt of Design-Builder’s notice, Owner and Design-Builder will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If such Work is substantially complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose(ii) the remaining items of Work that have to be completed before final payment, without restriction and all punch list items completed as defined in (iii) provisions (to the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does extent not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled already provided in the Contract Documents; (c) all instruction of OWNERestablishing Owner’s personnel in and Design- Builder’s responsibility for the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) Project’s security, maintenance, heatutilities and insurance pending final payment, utilitiesand (iv) an acknowledgment that warranties commence to run on the date of 5.7.2 Upon Substantial Completion of the entire Work or, damage to if applicable, any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion. 5.7.3 Owner, at its option, may use a portion to the Work which has been determined to be substantially complete, provided that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in GC 5.7.1, (ii) Design-Builder and insuranceOwner have obtained the consent of their sureties and insurers, and shall list remaining items to be corrected (iii) Owner and Design-Builder, agree that Owner’s use or completed. The Work occupancy will not fully completed or corrected shall be completed to the satisfaction interfere with Design-Builder’s completion of the OWNER within remaining Work. 5.7.4 Upon Substantial Completion, Design-Builder shall conduct performance testing of the time period allowed by Facility using Owner’s operations and maintenance staff to demonstrate that the Contract Documents. In Performance Criteria set forth in Attachment F, Owner’s Project Criteria, have been satisfied and that the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPerformance Guarantees have been met.

Substantial Completion. The Date Landlord shall cause the Work to be ---------------------- "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.5 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.5 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.5 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.6 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date Tenant shall cause the Work to be "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1 of this Second Amendment to Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Tenant (or beyond the OWNER determines construction is sufficiently completecontrol of Tenant's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punch1ist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in Working Drawings. If the Technical Specifications, so Work is not deemed to be substantially completed on or before the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use scheduled date of the project, including the intended normal business operations commencement of the project, or detract from the aesthetic appearance term of the project) and: Lease as specified in Section l of this Second Amendment to Lease, (a) all designated or required governmental certificates of occupancy and other permitsTenant agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; .Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1 of this Second Amendment to Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1 of this Second Amendment to Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punch1ist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date Landlord shall cause the Work to be "substantially completed" on or before the scheduled date of Substantial Completion commencement of the Term subject to delays caused by strikes, lockouts, boycotts, or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's general contractor issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: Term, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liens, claims or encumbrances have been filed or are outstanding with respect except in the event of Tenant Delays and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the WorkTerm, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid general contractor's certificate promptly after substantial completion.

Substantial Completion. The Date of 9.8.1 “Substantial Completion Completion” of the entire Work is shall be achieved by the date Contractor and shall mean the OWNER determines construction stage in the progress of the project when the Work required by this Contract is sufficiently complete, complete in accordance with this Contract so that the Contract Documents and as defined in the Technical Specifications, so the OWNER Owner may occupy or use utilize the Work, or designated portion thereof, Work for its intended purposeuse. The parties agree that, without restriction limitation, the Owner will not be able to occupy or utilize the Work for its intended use unless all equipment and all punch list items completed as defined systems included in the Technical Specifications (subject to completion of minor punch list itemsWork are operational as designed and have been substantially balanced, the absence of completion of which does not interfere with OWNER’s intended use of the projectcommissioned and demonstrated, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental inspections, tests and approvals have been successfully completed and obtained including unconditional certificates of occupancy and other permits(or, inspections and certifications for if unissued or issued with conditions, such lack of issuance or conditions relate solely to matters not included within the project or such portion thereof as the case may beWork), have completion has been achieved of all finish paving and issued landscaping to OWNER the extent weather then allows and posted for fine cleaning of all spaces to be occupied and all public spaces has occurred. In general, the project only remaining Work shall be minor in nature, so that completion of the Work by the Contractor will not materially interfere with or hamper the Owner’s occupancy of the Project. The Contractor shall cooperate with the Owner’s facilities personnel so that such portion thereof; (b) all elements and project systems included personnel may be involved in the balancing and commissioning of all building systems. When the Work (includingreaches Substantial Completion, the Contractor shall promptly deliver to the Owner and Architect a notice of completion in recordable form and in accordance with the requirements of California Civil Code §8182. In transmitting such notice to the Owner and Architect, the transmittal shall prominently state in capital letters, “THE OWNER MUST ACCEPT OR REJECT THIS NOTICE OF COMPLETION WITHIN SEVEN DAYS OF RECEIPT. UNLESS THE OWNER REJECTS THIS NOTICE BY GIVING THE CONTRACTOR NOTICE OF THE FACTUAL AND CONTRACTUAL BASIS FOR REJECTION AND CERTIFYING THE SAME AS MADE IN GOOD FAITH WITHIN SUCH SEVEN DAY PERIOD, THE OWNER SHALL BE DEEMED TO HAVE ACCEPTED THE SUBSTANTIAL COMPLETION.” The Owner shall accept or reject such notices within seven days of receipt, and if it rejects the notices it shall give the Contractor notice of the factual and contractual basis for rejection certifying the same as made in good faith within such seven-day period. If the Contractor disputes the Owner’s rejection of a notice of completion, it may proceed as described in Section 4.4 above. The Owner’s acceptance or deemed acceptance of a notice of completion shall not limit or preclude the effect of any warranty, guarantee or other obligation on the part of the Contractor or any third party to repair, replace or correct defective Work after substantial or final completion, including without limitationlimitation warranties and obligations set forth in this Contract or in third party contracts, all life safety systems) are operational of which shall remain in full force and functioning as designed effect after such acceptance. Unless this Contract expressly permits Substantial and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation Final Completion for specifically defined phases of the project systems has been completed; and (d) no liensWork, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in and Final Completion respectively shall mean Substantial Completion and Final Completion of all of the Contract Documents. Work required under the Contract. 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to expressly designated in the OWNER is substantially complete as defined aboveContract Documents for separate completion, will reach Substantial Completion within ten (10) days, the Contractor shall prepare for submission submit to the OWNER Architect and Owner a proposed list of items to be completed or correctedcorrected together with the estimated value of completing or correcting such items (the “Proposed Punchlist”). The Architect shall have the right to modify and supplement the list of items on the Proposed Punchlist and to modify or, for items added by the Architect, establish, the estimated value of completing or correcting such items. The failure to include any items on such list the Proposed Punchlist does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When the OWNER determines . 9.8.3 The parties shall cooperate in good faith so that the Work Owner or designated portion thereof is substantially complete, it will issue a written notice Architect can deliver the final punchlist (“Final Punchlist”) to the Contractor establishing within 14 days after the accepted date of substantial completion which Final Punchlist shall identify in good faith the defective and incomplete Work and the deliverables (including all project close-out documents) required for Final Completion under the Contract. 9.8.4 When the Owner has accepted the notices of substantial completion, the Architect will prepare a Certificate of Substantial Completion. The notice Completion which shall state the establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or expressly designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In The Certificate of Substantial Completion shall be submitted to the event the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountthem in such Certificate.

Substantial Completion. The Date As used herein, "Substantial Completion of the Lessor's Work" shall be as so determined by the Lessor's architect, in the exercise of its reasonable professional judgment; provided that such date may only be ("Substantial Completion Date") upon which (i) the Lessor's Work conforms in all material respects to the Plans and Specifications attached as Exhibit E and Exhibit H; (ii) Lessor has obtained a final Certificate of Occupancy (the "C.O.") for the Lessor's Work subject to Section 7.2 hereof; (iii) Lessor has completed all exterior driveways, loading docks and parking areas and the Building is available for the use intended to be made thereof by the Lessee; (iv) Lessor has assigned to Lessee, in writing, all warranties for Lessor's Work subject to a collateral assignment to Lessor's Assignee and with the exception of the one (1) year warranty from Lessor's contractor; such written assignments shall contain the written consent and acknowledgment of the applicable contractor/warrantor to such assignment if required by the terms thereof; and (v) all access roads to the Leased Property have been completed. Substantial Completion shall be deemed to have occurred only if the remaining items of Lessor's Work are so-called "punchlist" items, which do not materially interfere with Lessee's use and uninterrupted occupancy of the Building for the conduct of its business or which Lessee agrees that by their nature completion should be deferred to a later date (such as landscaping until the Spring planting season or the final coat of asphalt for the paved surfaces on either the Land or access roads if such coat is applied within one hundred twenty (120) days of Substantial Completion or the final seal coating of the Building if such coat is applied within one hundred twenty (120) days of Substantial Completion) (the "Punchlist Items"). ("Uninterrupted," as used herein, shall mean that Lessee shall not be required to vacate the Building or any portion thereof for the completion thereof.) Lessor agrees to deliver sixty (60) days' advance written notice to Lessee of the estimated date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect Building. Lessee shall be permitted access to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable Building at least 45 days prior to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of anticipated Substantial CompletionCompletion for purposes of Lessee's installation of merchandise storage and handling equipment (which installation shall be performed pursuant to an installation schedule agreed upon between Lessor and Lessee), cabling and telecommunications installations, provided however, such entry by Lessee shall be at the sole risk and expense of Lessee and shall not delay, interfere with or increase the cost of Lessor's Work. The Lessor shall have the right, by delivery of a facsimile notice shall state to Lessee, followed by a copy of such notice delivered by overnight delivery, to cause Lessee to cease any activities which would violate the responsibilities provisions of this paragraph provided, however, if Lessee disputes that its activities are delaying, interfering with or increasing the OWNER and cost of Lessor's Work the Contractor for (but not limited to) security, maintenance, heat, utilities, damage matter should be referred to the WorkConstruction Dispute Arbitrator for resolution. Moreover, in the event that Lessor and insuranceLessee are not able to agree upon the installation schedule, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected the matter shall be completed referred to the satisfaction of Construction Dispute Arbitrator for resolution. Any such early entry shall be conditioned upon Lessee having the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountinsurance coverage set forth in Article 14 hereof in place.

Substantial Completion. The Date Landlord shall cause the Work to be ----------------------- "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.05 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.05 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.06 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.