Common use of Delivery of Possession Clause in Contracts

Delivery of Possession. 4.1 Tenant shall be entitled to enter the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion of the Shell and Core Work (as defined in Exhibit D) that will enable Tenant to commence construction of the Tenant Improvements as described in Exhibit L (the “Shell and Core Work Required for Early Delivery”), which such construction is currently scheduled to be completed by May 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation, the payment of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three (3) days after Tenant delivers written notice to Landlord of the Substantial Completion of the Tenant Improvements (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on December 1, 2017, to one (1) day of free Base Rent for each day of delay of the Commencement Date up through June 1, 2018. If the Commencement Date has not occurred by June 1, 2018, then Tenant may, in its sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualty.

Delivery of Possession. 4.1 Landlord acknowledges and agrees that Tenant shall be entitled is terminating an existing lease on a specific date in reliance upon Landlord's commitment to enter deliver the Premises (“Tenant’s Early Occupancy”)Original Building to Tenant in accordance with the schedule set forth below, at no charge, at any time after Landlord has completed construction of that portion of the Shell and Core Work subject only to Plan Approval Delays (as defined in Exhibit DSECTIONS 3.2 AND 3.3 above), Tenant Original Delays (as defined in SECTION 3.7 below) that will enable Tenant to commence construction of the Tenant Improvements and Permitted Original Force Majeure Delays (as described defined in Exhibit L (the “Shell and Core Work Required for Early Delivery”SECTION 3.7 below), which such construction is currently scheduled to be completed by May 1exceed, 2017 when taken together, ten (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation10) days: First Stage Completion: August 31, the payment of Base Rent1998 Second Stage Completion: September 10, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three 1998 Third Stage Completion: September 20, 1998 Final Completion: Thirty (330) days after Original Punch List delivery Therefore, Landlord must deliver the Original Building to Tenant delivers written notice in accordance with the foregoing schedule as such scheduled dates have been delayed due to Landlord of the Substantial Completion of the Plan Approval Delays, Tenant Improvements Original Delays and Permitted Original Force Majeure Delays which exceed, when taken together, ten (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above10) days only, this Lease shall it being understood and agreed that such dates cannot be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 extended for any reason other than Plan Approval Delays, Tenant Original Delays or Changes and Permitted Original Force Majeure Delays which exceed, when taken together, ten (each as defined in Exhibit D), and Landlord’s failure 10) days. If Landlord is unable to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion deliver possession of the Tenant Improvements by Original Building in accordance with the Estimated Commencement Dateforegoing schedule, then Tenant shall as it may be entitledextended, commencing on December 1, 2017, to one (1) day of free Base Rent for each day of delay of the Commencement Date up through June 1, 2018. If the Commencement Date has not occurred by June 1, 2018, then Tenant may, in its sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Original Commencement Date shall be the Estimated Commencement Date. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall will be extended automatically by one day for each day of the period after the Third Stage Completion Date to the day on which Landlord tenders possession of the Original Building to Tenant with Landlord's Original Work Substantially Completed, less any portion of that period attributable to Tenant Original Delays; and (ii) Landlord will pay Tenant, as liquidated damages, an amount equal to $2,000.00 per day for each day after August 31, 1998 (as such date may be extended) that the First Stage Completion has not occurred; and (iii) if the First Stage Completion has occurred, Landlord will pay to Tenant, as liquidated damages, $2,000.00 per day for each day after September 10, 1998 (as such date may be extended) that the Second State Completion has not occurred; and (iv) Landlord will pay to Tenant, as liquidated damages, $4,000.00 per day for each day after September 20, 1998 (as such date may be extended) to the day upon which Landlord tenders possession of the Original Building to Tenant with Landlord's Original Work Substantially Completed; and (v) if Landlord has Substantially Completed the Original Building, Landlord will pay to Tenant $500.00 per day for each day after the thirtieth day after Tenant delivers the Original Punch List to Landlord that the Final Completion has not occurred; and (vi) if Landlord does not tender possession of the Original Building to Tenant with the Landlord's Original Work Substantially Completed on or before December 1, 1998 (plus any period of delay so causedcaused by Plan Approval Delays, Tenant Original Delays or Permitted Force Majeure Delay which exceed, when taken together, ten (10) days), Tenant will have the right to terminate this Lease by delivering written notice of termination to Landlord not more than 30 days after such deadline date. For purposes Upon a termination under clause (vi) above, each party will, upon the other's request, execute and deliver an agreement in recordable form containing a release and surrender of all right, title and interest in and to this Lease; neither Landlord nor Tenant will have any further obligations to each other, including, without limitation, any obligations to pay for work previously performed in the Original Building through the date of such termination except as set forth in this sentence; all improvements to the Premises will become and remain the property of Landlord; and Landlord will refund to Tenant any sums paid to Landlord by Tenant in connection with this Lease, including, without limitation, any payments to Landlord of portions of Tenant's Cost and pay to Tenant the term “amounts that have accrued under clauses (ii) through (v) above. Such postponement of the commencement of the Term, payment of liquidated damages and termination and refund right will be in full settlement of all claims that Tenant might otherwise have against Landlord Force Majeure Delay” means any actual delay by reason of Landlord's failure to have complied with the schedule set forth above. If Landlord delivers possession of the Original Building with the Landlord's Original Work Substantially Completed prior to the dates specified in the timely completion schedule set forth above, then Tenant may either accept such delivery (in which case such date will be the Original Commencement Date hereunder) or may refuse to accept delivery until any date selected by Tenant that is no later than the dates specified in the schedule set forth above. Within sixty (60) days after the Original Commencement Date, Landlord will provide to Tenant a complete set of construction as-built drawings of either Landlord's Original Work and manuals for all equipment incorporated into the Shell Improvements as a part of Landlord's Original Work. Landlord and Core Work Required for Early Delivery Tenant have sixty (60) days after Landlord notifies Tenant that the Original Building has been Substantially Completed in which to remeasure the Original Building, but after the expiration of such sixty (60) day period, neither Tenant nor Landlord may remeasure the Original Building. Landlord and Tenant agree that provided the Original Building is otherwise Substantially Completed, a variance in the size of the Original Building (as the same may change due to any Original Change Order) by more or less than one percent (1%) shall be permitted and shall have no effect on the Original Building being Substantially Completed, nor on the calculation of the Original Basic Rent, Allowance or Financed Amount. In the absence of such remeasurement or the Core and Shell Work right to do so, it shall be conclusively deemed that the Original Building contains 114,419 Rentable Square Feet (subject to any approved revisions to the extent resulting from any act Approved Original Base Building Plans, with the final Rentable Square Feet as shown in the Approved Original Base Building Plans being sometimes referred to as the "APPROVED ORIGINAL RENTABLE SQUARE FEET"). If Tenant does timely elect to remeasure the Original Building, and the variance is greater than one percent (1%) but less than two percent (2%), the variance shall be permitted and have no affect on the Original Building being Substantially Completed, but (A) the Basic Rent (as provided in SECTION 4.1) will be adjusted to be $5.95 per Rentable Square Foot under clause (a) of GodSECTION 4.1, fire or $11.98 per Rentable Square Foot under clause (b) of SECTION 4.1 and $13.45 per Rentable Square Foot under clause (c) of SECTION 4.1, (B) the Allowance (as provided in SECTION 3.10) will be adjusted to be $20.00 per Rentable Square Foot and (C) the Financed Amount (as provided in SECTION 3.10) will be adjusted to be $5.00 per Rentable Square Foot. If the Original Building contains more than 102% of the Approved Original Rentable Square Feet, then the Allowance and Financed Amount will be adjusted based on the actual amount of square feet in the Original Building, but all other casualtyamounts will be calculated as if the Original Building contains 102% of the Approved Original Rentable Square Feet. If the Original Building contains less than 98% of the Approved Original Rentable Square Feet, then Landlord must make all alterations necessary to increase the size of the Original Building to at least 98% of the Approved Original Rentable Square Feet and the Original Building will be deemed to be not Substantially Complete. If, in such event, Tenant fails to terminate this Lease pursuant to SECTION 3.6(VI) above, then Tenant will be deemed to have accepted the size of the Original Building and the Original Building will be deemed to have been Substantially Complete on the day Landlord delivered the Original Building to Tenant with Landlord's Original Work (other than the area of the Original Building) Substantially Complete. In such event, the Allowance and Financed Amount will be calculated based on Approved Original Rentable Square Feet, but all other amounts will be calculated on the actual size of the Original Building.

Delivery of Possession. 4.1 (a) Landlord shall deliver to Tenant shall be entitled to enter the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion possession of the Shell and Core Leased Premises at such time as the Improvement Work (as defined in Exhibit DParagraph 2.5 below) that will enable Tenant is substantially completed pursuant to commence construction the Work Letter. If Landlord is unable to so deliver possession of the Leased Premises to Tenant Improvements as described in Exhibit L (with the “Shell and Core Improvement Work Required for Early Delivery”), which such construction is currently scheduled to be substantially completed by May on or before January 1, 2017 2011, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until the lapse of two hundred eighty five (285) days from the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions date of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation, the payment of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three (3) days after Tenant delivers written notice to Landlord of the Substantial Completion of the Tenant Improvements (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on plus one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on December 1, 2017, to one (1) day of free Base Rent for each day of delay Tenant Delay and one half of one day for each day of Force Majeure (excluding permit delays) (the “Delivery Grace Period”). If Landlord is unable to deliver possession of the Commencement Date up through June 1, 2018. If Leased Premises to Tenant with the Commencement Date has not occurred by June 1, 2018Improvement Work substantially completed within the Delivery Grace Period, then Tenant mayTenant’s sole remedy, in its sole discretionexcept as expressly set forth herein, elect shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease without penaltyat any time after Substantial Completion (as defined in the attached Work Letter) of the Improvement Work. Notwithstanding anything herein the foregoing, in the event Landlord is unable to deliver possession of the contrary, such termination date shall not be subject Leased Premises to extensions Tenant with the Improvement Work substantially completed for any reason whatsoever on or before March 15, 2011 (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be as extended by one day for each day of delay so caused. For Tenant Delay and one-half of one day for each day of Force Majeure (excluding permit delays), then the Abatement Period and the Abated Rent Amount as set forth in Section 3.1 below shall each be increased by one (1) additional day of Base Monthly Rent for each day that such delivery is delayed beyond March 15, 2011. (b) Tenant shall have the right, for a period not to exceed sixty (60) days prior to the Commencement Date (the “Early Entry Period”), to enter the Leased Premises for purposes of this Leaseplanning, the term “Landlord Force Majeure Delay” means any actual delay constructing and installing Tenant’s furnishings and equipment and wiring in the timely completion Leased Premises, provided that in connection with any such early entry (a) such early entry is in compliance with all construction contracts in effect with respect to the Improvement Work, (b) Landlord reasonably determines that such entry would not impede or interfere with Landlord’s construction of the Improvement Work or the schedule therefore, nor impede Landlord’s contractor’s use of elevators, loading docks or other areas necessary for the conduct of the Improvement Work, (c) Tenant delivers written evidence to Landlord that all insurance required to be carried by Tenant pursuant to the terms of this Lease is then in effect, and (d) Tenant’s entry shall be subject to such safety procedures and restrictions as Landlord’s contractor may reasonably impose. With respect to Tenant’s installation of wiring in the Leased Premises, Landlord shall coordinate with Tenant’s vendors regarding the same so that the same may be installed during the normal course of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work according to the extent resulting from any act of God, fire or other casualtyindustry custom.

Delivery of Possession. 4.1 Tenant shall be entitled to enter the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion of the Shell and Core Work (as defined in Exhibit D) that will enable Tenant to commence construction of the Tenant Improvements as described in Exhibit L (the “Shell and Core Work Required for Early Delivery”), which such construction is currently scheduled to be completed by May July 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation, the payment of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three (3) days after Tenant delivers written notice to Landlord of the Substantial Completion of the Tenant Improvements (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December February 1, 20172018, then the Commencement Date shall not be earlier than December February 1, 2017 2018 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December February 1, 20172018. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November January 1, 2017 2018 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on December February 1, 20172018, to one (1) day of free Base Rent for each day of delay of the Commencement Date up through June August 1, 2018. If the Commencement Date has not occurred by June August 1, 2018, then Tenant may, in its sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November January 1, 2017 2018 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September January 1, 2017 2018 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualty.. FIRST AMENDMENT AVALARA LEASE

Delivery of Possession. 4.1 Tenant (a) Landlord shall be entitled to enter deliver the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion of the Shell and Core Work (as defined in Exhibit D) that will enable to Tenant to commence ready for construction of the Tenant Improvements upon the date of Substantial Completion. Landlord agrees to pursue the Base Building Work (as described in defined on Exhibit L (the “Shell C) with due --------- diligence and Core Work Required for Early Delivery”), which such construction is currently scheduled continuity so as to be completed by May 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation, the payment of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three (3) days after Tenant delivers written notice to Landlord of the cause Substantial Completion to occur as soon as practicable under the circumstances, with a goal of the Tenant Improvements (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if achieving Substantial Completion of the Tenant Improvements occurs prior on or before November 15, 1997, extended on a day for day basis for delays due to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each "Force Majeure" [as defined in Exhibit DParagraph 48(d), ] and Landlord’s failure to timely complete either of same is the proximate cause of for delays caused by Tenant’s inability to achieve . If Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on December 1, 2017, to one (1) day of free Base Rent for each day of delay of the Commencement Date up through June 1, 2018. If the Commencement Date has not occurred on or before December 15, 1997 (extended on a day for day basis for delays due to Force Majeure and for delays caused by June 1Tenant) (such date, 2018as so extended, then Tenant maythe "Target Date"), in its Tenant's sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein right and remedy shall be applied against the most immediate calendar months of the Term for which Base that Fixed Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by abated one day for each day of delay so caused. in the occurrence of Substantial Completion (other than delays due to Force Majeure and for delays caused by Tenant) and, solely with respect to the first thirty (30) days of delay in the occurrence of Substantial Completion after the Target Date (excluding delays due to Force Majeure and for delays caused by Tenant), the Initial Expiration Date shall be extended one day for each day of delay [up to a maximum of thirty (30) days]in the occurrence of Substantial Completion (other than delays due to Force Majeure and for delays caused by Tenant). (b) If for any reason whatsoever (other than delays caused by Tenant), including but not limited to Force Majeure, Substantial Completion does not occur on or before July 15, 1998, Tenant's sole right and remedy shall be to terminate this Lease upon ten (10) days written notice to Landlord, without incurring any liability to Landlord; provided, however, that this Lease shall not terminate if Substantial Completion occurs during such ten (l0) day period. (c) For purposes of determining dates pursuant to this LeaseParagraph 5, "delays caused by Tenant" shall include but not be limited to one day for each day after May 22 to and including the term “day upon which Tenant delivers to Landlord Force Majeure Delay” means any actual delay in the timely completion a copy of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualtythis Lease executed by Tenant.

Delivery of Possession. 4.1 Landlord shall deliver to Tenant, and Tenant shall accept, possession of the Leased Premises in its AS IS condition one (1) business day after the Effective Date of this Lease (the “Delivery Date”), provided that Landlord shall remain obligated to complete the Landlord’s Work. Landlord warrants to Tenant that upon delivery of the Leased Premises to Tenant on the Delivery Date, the base Building, structural portions of the Building and all plumbing, sewer, drainage, electrical, fire protection, passenger elevator, life safety, security systems and equipment, HVAC systems, and all other mechanical, electrical and communications systems and equipment of the Building (collectively, the “Building Systems”) shall be entitled in good working condition and repair, the roof shall be water-tight, and the power facilities to the Building shall allow electrical capacity of at least 3,000 amps at 277/480 power (collectively, the “Landlord Warranty”). The foregoing Landlord Warranty shall include Landlord’s obligation to obtain all permits and inspections necessary for the use of all passenger elevators within the Leased Premises, and shall expire twelve (12) months after the Lease Commencement Date, after which Landlord shall have no liability relating thereto except solely for (a) written claims (for matters covered by the Landlord Warranty) delivered to Landlord prior to said expiration date specifying the claimed issue in in reasonable detail and (b) Landlord’s maintenance obligations under this Lease. Tenant and its contractors, subcontractors, agents, and employees shall be permitted to enter the Leased Premises (“Tenant’s Early Occupancy”), at no charge, at any time from and after Landlord has completed construction the Delivery Date for the purpose of that portion of constructing and installing the Shell and Core Work Tenant Improvements (as defined in Exhibit D) that will enable Tenant to commence construction of the Tenant Improvements as described in Exhibit L (the “Shell and Core Work Required for Early Delivery”below), which such construction is currently scheduled to be completed by May 1occupying and operating for the Permitted Use, 2017 and installing furniture, fixtures, and equipment (the “Early Delivery DateAccess Period”); , provided that (a) Tenant does shall comply with all provisions of this Lease during the Early Access Period other than (i) the payment of Base Monthly Rent or Additional Rent (but Tenant shall pay for utilities after the Landlord’s Work has been substantially completed), and (ii) Paragraphs 5.1(a) and 5.2, and (b) such early access shall not thereby unreasonably interfere with Landlord’s construction performance of the balance of Landlord’s Work. The parties agree to coordinate and reasonably cooperate to perform, and cause their contractors to perform, all work within the Shell and Core Work and/or improvements for Leased Premises during the Early Access Period in a manner designed to minimize interference with the other tenants party’s work. In the event such interference occurs, any delay caused thereby shall constitute a Tenant Delay (as defined in the Building as a result Work Letter), and Landlord shall have the right to notify Tenant in writing of same, and if such interference is not remedied within two (2) business days after receipt of such occupancy. All provisions of this Lease notice, Tenant shall be applicable during Tenantupon Landlord’s Early Occupancy except for Tenant’s maintenance obligationwritten request, the payment of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three (3) days after Tenant delivers written notice to Landlord of the Substantial Completion cause all of the Tenant Improvements Parties (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Paragraph 4.2 below) to vacate the Leased Premises until the Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on December 1, 2017, to one Work (1) day of free Base Rent for each day of delay of the Commencement Date up through June 1, 2018. If the Commencement Date has not occurred by June 1, 2018, then Tenant may, in its sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work portion thereof to the extent resulting from any act of God, fire or other casualtywhich such interference relates) is completed.

Delivery of Possession. 4.1 Tenant shall be entitled Landlord agrees to enter deliver possession of the Premises to Tenant when the Building Shell and the Tenant Improvements have been substantially completed in accordance with Subparagraph (“Tenant’s Early Occupancy”), at no charge, at any time after b) above. The parties estimate that Landlord has completed construction of that portion will deliver possession of the Shell Premises to Tenant and Core the Term of this Lease will commence on or before the estimated commencement date set forth in the Work Schedule delivered to Tenant pursuant to Paragraph 2 above (as defined in Exhibit D) that will enable Tenant the "Projected Commencement Date"). Landlord agrees to commence use its commercially reasonable efforts to cause the Premises to be substantially completed on or before the Projected Commencement Date. In the event Landlord does not substantially complete construction of the Tenant Improvements on or before December 1, 1999, which date shall be extended day-for-day for each day of Tenant Delays and/or Force Majeure Delays (as described such terms are defined in Exhibit L Paragraphs 9 and 10 below) (as so extended, the “Shell and Core Work Required for Early Delivery”"First Damage Date"), which such construction for reasons solely attributable to the fault of Landlord, then the sole remedy of Tenant will be the right to receive one and one-half (1-1/2) day's worth of Monthly Base Rent credit for every day past the First Damage Date that Landlord is currently scheduled to be completed by May 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s late in substantially completing construction of the balance of Tenant Improvements. In the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation, the payment of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three (3) days after Tenant delivers written notice to event Landlord of the Substantial Completion does not substantially complete construction of the Tenant Improvements (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 aboveon or before February 1, this Lease shall not be void or voidable and Landlord and Tenant 2000, which date shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on December 1, 2017, to one (1) extended day-for-day of free Base Rent for each day of delay Tenant Delays and/or Force Majeure Delays (as so extended, the "Second Damage Date"), for reasons solely attributable to the fault of Landlord, then the sole remedy of Tenant will be the right to receive two and one-half (2-1/2) days worth of Monthly Base Rent credit for every day past the Second Damage Date that Landlord is late in substantially completing construction of the Commencement Date up through June 1Tenant Improvements. Notwithstanding anything to the contrary in this Lease, 2018. If if the Commencement Date has not occurred by June December 1, 20182000 for any reason other than Tenant Delays, then Tenant may, in at its sole discretionoption by notice to Landlord prior to the Commencement Date, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualty.

Delivery of Possession. 4.1 Landlord acknowledges and agrees that Tenant shall be entitled is terminating an existing lease on a specific date in reliance upon Landlord's commitment to enter deliver the Premises (“Tenant’s Early Occupancy”)Original Building to Tenant in accordance with the schedule set forth below, at no charge, at any time after Landlord has completed construction of that portion of the Shell and Core Work subject only to Plan Approval Delays (as defined in Exhibit DSections 3.2 and 3.3 above), Tenant Original Delays (as defined in Section 3.7 below) that will enable Tenant to commence construction of the Tenant Improvements and Permitted Original Force Majeure Delays (as described defined in Exhibit L (the “Shell and Core Work Required for Early Delivery”Section 3.7 below), which such construction is currently scheduled to be completed by May 1exceed, 2017 when taken together, ten (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation10) days: First Stage Completion: August 31, the payment of Base Rent1998 Second Stage Completion: September 10, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three 1998 Third Stage Completion: September 20, 1998 Final Completion: Thirty (330) days after Original Punch List delivery Therefore, ▇▇▇▇▇▇▇▇ must deliver the Original Building to Tenant delivers written notice in accordance with the foregoing schedule as such scheduled dates have been delayed due to Landlord of the Substantial Completion of the Plan Approval Delays, Tenant Improvements Original Delays and Permitted Original Force Majeure Delays which exceed, when taken together, ten (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above10) days only, this Lease shall it being understood and agreed that such dates cannot be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 extended for any reason other than Plan Approval Delays, Tenant Original Delays or Changes and Permitted Original Force Majeure Delays which exceed, when taken together, ten (each as defined in Exhibit D), and Landlord’s failure 10) days. If Landlord is unable to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion deliver possession of the Tenant Improvements by Original Building in accordance with the Estimated Commencement Dateforegoing schedule, then Tenant shall as it may be entitledextended, commencing on December 1, 2017, to one (1) day of free Base Rent for each day of delay of the Commencement Date up through June 1, 2018. If the Commencement Date has not occurred by June 1, 2018, then Tenant may, in its sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Original Commencement Date shall be the Estimated Commencement Date. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall will be extended automatically by one day for each day of the period after the Third Stage Completion Date to the day on which Landlord tenders possession of the Original Building to Tenant with Landlord's Original Work Substantially Completed, less any portion of that period attributable to Tenant Original Delays; and (ii) Landlord will pay Tenant, as liquidated damages, an amount equal to $2,000.00 per day for each day after August 31, 1998 (as such date may be extended) that the First Stage Completion has not occurred; and (iii) if the First Stage Completion has occurred, Landlord will pay to Tenant, as liquidated damages, $2,000.00 per day for each day after September 10, 1998 (as such date may be extended) that the Second State Completion has not occurred; and (iv) Landlord will pay to Tenant, as liquidated damages, $4,000.00 per day for each day after September 20, 1998 (as such date may be extended) to the day upon which Landlord tenders possession of the Original Building to Tenant with Landlord's Original Work Substantially Completed; and (v) if Landlord has Substantially Completed the Original Building, Landlord will pay to Tenant $500.00 per day for each day after the thirtieth day after Tenant delivers the Original Punch List to Landlord that the Final Completion has not occurred; and (vi) if Landlord does not tender possession of the Original Building to Tenant with the Landlord's Original Work Substantially Completed on or before December 1, 1998 (plus any period of delay so causedcaused by Plan Approval Delays, Tenant Original Delays or Permitted Force Majeure Delay which exceed, when taken together, ten (10 ) days), Tenant will have the right to terminate this Lease by delivering written notice of termination to Landlord not more than 30 days after such deadline date. For purposes Upon a termination under clause (vi) above, each party will, upon the other's request, execute and deliver an agreement in recordable form containing a release and surrender of all right, title and interest in and to this Lease; neither Landlord nor Tenant will have any further obligations to each other, including, without limitation, any obligations to pay for work previously performed in the Original Building through the date of such termination except as set forth in this sentence; all improvements to the Premises will become and remain the property of Landlord; and Landlord will refund to Tenant any sums paid to Landlord by Tenant in connection with this Lease, including, without limitation, any payments to Landlord of portions of Tenant's Cost and pay to Tenant the term “amounts that have accrued under clauses (ii) through (v) above. Such postponement of the commencement of the Term, payment of liquidated damages and termination and refund right will be in full settlement of all claims that Tenant might otherwise have against Landlord Force Majeure Delay” means any actual delay by reason of ▇▇▇▇▇▇▇▇'s failure to have complied with the schedule set forth above. If Landlord delivers possession of the Original Building with the Landlord's Original Work Substantially Completed prior to the dates specified in the timely completion schedule set forth above, then Tenant may either accept such delivery (in which case such date will be the Original Commencement Date hereunder) or may refuse to accept delivery until any date selected by Tenant that is no later than the dates specified in the schedule set forth above. Within sixty (60) days after the Original Commencement Date, Landlord will provide to Tenant a complete set of construction as-built drawings of either Landlord's Original Work and manuals for all equipment incorporated into the Shell Improvements as a part of Landlord's Original Work. Landlord and Core Work Required for Early Delivery Tenant have sixty (60) days after Landlord notifies Tenant that the Original Building has been Substantially Completed in which to remeasure the Original Building , but after the expiration of such sixty (60) day period, neither Tenant nor Landlord may remeasure the Original Building Landlord and Tenant agree that provided the Original Building is otherwise Substantially Completed, a variance in the size of the Original Building (as the same may change due to any Original Change Order) by more or less than one percent (1%) shall be permitted and shall have no effect on the Original Building being Substantially Completed, nor on the calculation of the Original Basic Rent, Allowance or Financed Amount. In the absence of such remeasurement or the Core and Shell Work right to do so, it shall be conclusively deemed that the Original Building contains 114,419 Rentable Square Feet (subject to any approved revisions to the extent resulting from any act Approved Original Base Building Plans, with the final Rentable Square Feet as shown in the Approved Original Base Building Plans being sometimes referred to as the "Approved Original Rentable Square Feet"). If Tenant does timely elect to remeasure the Original Building, and the variance is greater than one percent (1%) but less than two percent (2%), the variance shall be permitted and have no affect on the Original Building being Substantially Completed, but (A) the Basic Rent (as provided in Section 4.1) will be adjusted to be $5.95 per Rentable Square Foot under clause (a) of GodSection 4.1, fire or $11.98 per Rentable Square Foot under clause (b) of Section 4.1 and $13.45 per Rentable Square Foot under clause (c) of Section 4.1, (B) the Allowance (as provided in Section 3.10) will be adjusted to be $20.00 per Rentable Square Foot and (C) the Financed Amount (as provided in Section 3.10) will be adjusted to be $5.00 per Rentable Square Foot. If the Original Building contains more than 102% of the Approved Original Rentable Square Feet, then the Allowance and Financed Amount will be adjusted based on the actual amount of square feet in the Original Building , but all other casualty.amounts will be calculated as if the Original Building contains 102% of the Approved Original Rentable Square Feet. If the Original Building contains less than 98% of the Approved Original Rentable Square Feet, then Landlord must make all alterations necessary to increase the size of the Original Building to at least 98% of the Approved Original Rentable Square Feet and the Original Building will be deemed to be not Substantially Complete. If, in such event, Tenant fails to terminate this Lease pursuant to Section 3.6(vi) above, then Tenant will be deemed to have accepted the size of the Original Building and the Original Building will be deemed to have been Substantially Complete on the day Landlord delivered the Original Building to Tenant with Landlord's Original Work (other than the area of the Original Building ) Substantially Complete. In such event, the Allowance and Financed Amount will be calculated based on Approved Original Rentable Square Feet, but all other amounts will be calculated on the actual size of the Original Building

Delivery of Possession. 4.1 Except as hereinafter provided, Landlord agrees to use good faith efforts to deliver the Premises to Tenant in the condition called for in Exhibit “C” as soon as reasonably possible after execution of this Lease. The Premises shall be entitled to enter the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after deemed as ready for delivery when Landlord has shall have substantially completed construction of that the portion of the Shell and Core Work (as defined in Exhibit D) that will enable Tenant to commence construction of the Tenant Improvements as described in Exhibit L (the “Shell and Core Work Required for Early Delivery”), which such construction is currently scheduled said Premises to be completed occupied exclusively by May 1Tenant, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere in accordance with Landlord’s obligations set forth in Exhibit “C”. Landlord shall, from time to time during the course of construction, provide information to Tenant concerning the progress of construction of the balance of the Shell said Premises, and Core Work and/or improvements for other tenants will give written notice to Tenant when said Premises are in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except fact ready for Tenant’s maintenance obligationoccupancy. It is agreed that by occupying the Premises as a tenant, Tenant acknowledges that the payment Premises are in the condition called for hereunder, except for items specifically excepted in writing at date of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate occupancy as “incomplete”. If Landlord shall be unable to give possession of the actual Commencement Date. The Commencement Date shall Premises by no later than February 15, 2008 because the Landlord’s Work is not substantially completed or because the Premises are not completed and ready for occupancy, then for each day of such delay, Tenant’s Base Monthly Rent will be three (3) days after Tenant delivers written notice to Landlord reduced on a daily, pro-rata basis, provided however, that this provision does not apply if the only remaining items of Landlord’s Work are minor repairs that do not materially interfere with Tenant’s use of the Substantial Completion of the Tenant Improvements (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been establishedPremises. Notwithstanding the forgoingforegoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1February 15, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required 2008 deadline for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Landlord’s failure to timely complete either Delivery of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant Possession shall be entitled, commencing on December 1, 2017, to extended by one (1) day of free Base Rent for each day of delay that the issuance of the Commencement Date up through June required governmental permits is delayed beyond fourteen (14) days following Landlord’s application therefor, and/or for each day in excess of one (1, 2018. If the Commencement Date has not occurred by June 1, 2018, then Tenant may, in its sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein ) business day that Landlord is delayed due to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date. 4.4 If TenantCity’s failure to achieve Substantial Completion conduct required inspections within one (1) business day of Landlord’s calling therefor. Further, there shall be no reduction in Base Monthly Rent or other penalty in the Tenant Improvements by the Estimated Commencement Date event that Landlord’s delay in Delivery of Possession is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, Tenant or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualtycontractor.

Delivery of Possession. 4.1 Landlord shall deliver to Tenant shall be entitled to enter the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion possession of the Shell and Core Work Leased Premises thirty (30) days prior to the Intended Commencement Date in its then "AS-IS" condition, WITH ALL FAULTS, except as defined otherwise expressly provided in Exhibit D) that will enable Tenant this Lease. If Landlord is unable to commence construction deliver possession of the Leased Premises to Tenant Improvements as described on or before thirty (30) days before the Intended Commencement Date, Landlord shall not be in Exhibit L (the “Shell and Core Work Required for Early Delivery”)default under this Lease, which such construction is currently scheduled to be completed by May 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of nor shall this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligationvoid, voidable or cancelable by Tenant until the payment lapse of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three ninety (390) days after Tenant delivers written notice to Landlord of the Substantial Completion of the Tenant Improvements (defined in Exhibit D). If the Intended Commencement Date is later than (the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing"delivery grace period"); however, if Substantial Completion Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Tenant Improvements occurs prior to December 1, 2017, then the Lease Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects deemed to occupy and conduct business on one or more floors have occurred until thirty (30) days after the actual date of delivery. If Landlord is unable to deliver possession of the Leased Premises prior in the agreed condition to December 1, 2017. 4.3 If Tenant within the Landlord fails to described delivery grace period (i) complete including any extension thereof by reason of Force Majeure or the Shell and Core Work Required for Early Delivery by the Early Delivery Date, actions or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each as defined in Exhibit Dinactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises are available for delivery to Tenant, unless Landlord’s failure 's notice is not given in good faith. Notwithstanding the foregoing delivery grace period, Landlord shall provide the Leased Premises to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion Tenant for early occupancy no later than thirty (30) days in advance of the Tenant Improvements by the Estimated Lease Commencement Date, then Tenant shall be entitled, commencing on December 1, 2017, subject to one (1) day of free Base Rent for each day of delay Tenant's compliance with all of the Commencement Date up through June 1, 2018. If the Commencement Date has not occurred by June 1, 2018, then Tenant may, in its sole discretion, elect to terminate terms and conditions of this Lease without penaltyother than the payment of Base Monthly Rent. Notwithstanding anything herein At the time Landlord delivers the Leased Premises to Tenant, Landlord shall also deliver to Tenant an executed ▇▇▇▇ of Sale in the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 form attached as Exhibit F and possession of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits furniture described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Datetherein. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualty.

Delivery of Possession. 4.1 Landlord shall deliver to Tenant shall be entitled to enter the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion possession of the Shell and Core Leased Premises at such time as the Improvement Work (as defined in Exhibit DParagraph 2.5 below) that will enable Tenant is deemed "Substantially Complete" as defined in the Work Letter. If Landlord is unable to commence construction so deliver possession of the Leased Premises to Tenant Improvements as described in Exhibit L (the “Shell and Core Work Required for Early Delivery”), which such construction is currently scheduled to be completed by May 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of agreed condition on or before the Intended Commencement Date, Landlord shall not be in default under this Lease, nor shall this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligationvoid, voidable or cancelable by Tenant until the payment lapse of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three ninety (390) days after Tenant delivers written notice to Landlord of the Substantial Completion of Intended Commencement Date (the Tenant Improvements (defined in Exhibit D"delivery grace period"). If In the Commencement Date event Landlord is later (a) up to fifteen (15) days late but less than thirty (30) days late (beyond the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Intended Commencement Date) in delivering the Leased Premises to Tenant, then Tenant shall be entitled, commencing on December 1, 2017, to will receive one (1) day of free Base Monthly Rent for each day late; (b) more than fifteen (15) days but less than thirty (30) days late (beyond the Intended Commencement Date) in delivering the Leased Premises to Tenant, Tenant will receive two (2) day of delay Base Monthly Rent for each day late; (c) more than thirty (30) days but less than sixty (60) days late (beyond the Intended Commencement Date) in delivering the Leased Premises to Tenant, Tenant shall receive three (3) days of Base Monthly Rent for each day late; or (d) more than sixty (60) days late (beyond the Intended Commencement Date) in delivering the Leased Premises, Tenant shall receive four (4) days of Base Monthly Rent for each day late. Special or customized installations, such as but not limited to, the cafeteria, shall not be required to be substantially complete by the Lease Commencement Date and will not be considered in determining the penalties, if any, outlined above. Additionally, the periods above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within ninety (90) days after the Intended Commencement Date up through June 1, 2018. If (including any extension thereof by reason of Force Majeure or the Commencement Date has not occurred by June 1, 2018actions or inactions of Tenant), then Tenant may, in its Tenant's sole discretion, elect remedy shall be to terminate this Lease without penalty. Notwithstanding anything herein to the contraryLease, such termination date and in no event shall not Landlord be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described liable in Section 34 of the Lease). Any free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due damages to Tenant Delays or Changesfor such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, then the Commencement Date shall be the Estimated Commencement Dateunless Landlord's notice is not given in good faith. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualty.

Delivery of Possession. 4.1 Landlord shall deliver to Tenant possession of the Expansion Premises at such time as the Expansion Premises is Substantially Complete (as defined in Section 11 below), which date is anticipated to be no later than July 1, 2022 (“Anticipated Delivery Date”). If Landlord is unable to so deliver possession of the Expansion Premises to Tenant in the agreed condition on or before the Anticipated Delivery Date, as the same may be extended due to a Tenant’s Delay, Landlord shall not be in default under the Lease, nor shall the Lease be void, voidable or cancelable by Tenant; however, as Tenant’s sole remedy, Tenant shall be entitled to enter the Premises (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion of the Shell and Core Work (as defined in Exhibit D) that will enable Tenant to commence construction of the Tenant Improvements as described in Exhibit L (the “Shell and Core Work Required for Early Delivery”), which such construction is currently scheduled to be completed by May 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation, the payment of Base Rent, and the payment of Additional Rent. 4.2 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be three (3) days after Tenant delivers written notice to Landlord of the Substantial Completion of the Tenant Improvements (defined in Exhibit D). If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and Tenant shall be entitled to the rights and remedies set forth in Sections 4.3 through 4.6. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoing, if Substantial Completion of the Tenant Improvements occurs prior to December 1, 2017, then the Commencement Date shall not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 for any reason other than Tenant Delays or Changes (each as defined in Exhibit D), and Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on December 1, 2017, to one (1) day of free abatement of Expansion Premises Base Rent for each day Landlord fails to deliver the Expansion Premises after the Delivery Grace Period until delivery occurs, which day for day abatement shall be applied beginning after Abatement Period (as defined in Section 6 below), and in no event shall Landlord be liable in damages to Tenant for such delay or failure to deliver the Premises. The foregoing day for day abatement of delay Expansion Premises Base Rent shall be limited to sixty (60) days (the “Expansion Premises Abatement Period”). The “Delivery Grace Period” shall be the seven (7) day period between the Anticipated Delivery Date and the actual delivery date of the Commencement Date up through June 1Expansion Premises. For the avoidance of doubt, 2018the Expansion Premises Abatement Period shall commence at the expiration of the Grace Period; which Grace Period shall be extended for such number of days as Landlord may be delayed in delivering possession of the Expansion Premises to Tenant by reason of Force Majeure (as defined in the Original Lease) or Tenant’s Delay (as defined in Section 11 below). If Landlord is unable to deliver possession of the Commencement Date has not occurred Expansion Premises with the Tenant Improvements Substantially Complete by June 1, 2018the expiration of the Expansion Premises Abatement Period, then Tenant may, in its Tenant’s sole discretion, elect remedy (at Tenant’s option) shall be to terminate this Lease without penalty. Notwithstanding anything herein First Amendment by written notice delivered to Landlord within ten (10) days after the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 expiration of the LeaseExpansion Premises Abatement Period (as extended, if applicable). Any free Base Rent awarded herein , in which event Landlord and Tenant shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants that it has received discharged from all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”)obligations hereunder, excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If provided the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due immediately returns to Tenant Delays or Changes, then all amounts previously paid by Tenant to Landlord (if applicable) in connection with the Commencement Date shall be the Estimated Commencement DateExpansion Premises. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord Force Majeure Delay” means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work to the extent resulting from any act of God, fire or other casualty.

Delivery of Possession. 4.1 Tenant shall be entitled to enter the Premises at any time after the Effective Date (the “Early Delivery Date”) for supervision and coordination of the construction of the Landlord Improvements, planning, measurement, construction of improvements, cabling, and installation of furniture, fixtures, inventory and equipment (“Tenant’s Early Occupancy”), at no charge, at any time after Landlord has completed construction of that portion of the Shell and Core Work (as defined in Exhibit D) that will enable Tenant to commence construction of the Tenant Improvements as described in Exhibit L (the “Shell and Core Work Required for Early Delivery”), which such construction is currently scheduled to be completed by May 1, 2017 (the “Early Delivery Date”); provided that Tenant does not thereby unreasonably interfere with the completion of Landlord’s construction of the balance of the Shell and Core Work and/or improvements for other tenants in the Building Landlord Improvements as a result of such occupancy. All provisions of this Lease shall be applicable during Tenant’s Early Occupancy except for Tenant’s maintenance obligation, the payment of Base Rent, payment for utilities, and the payment of Additional RentRent for Real Property Taxes, Operating Expenses and Common Area Maintenance Expenses. 4.2 Landlord shall deliver the Premises to Tenant on a “turn-key” basis condition and Landlord shall complete the construction and installation of certain improvements to the Premises (collectively the “Landlord Improvements”) in accordance with the Schematic Drawings and Specification Letter provided by SkB Architects, dated April 10, 2013 and attached hereto as Exhibit B (the “Work Letter”), and depicted on Exhibit B-1 (the “Floor Plan”). The aforesaid turn-key condition shall include but not be limited to the following: all partitioning, air conditioned, ceiling in place where indicated, lighting in place, sink and counters in place, all doors and jambs, all locks and hardware, all electrical wiring and outlets, all phone outlets, plumbing, structural work, painting/wall covering, flooring and carpet where shown. 4.3 The Estimated Commencement Date set forth in Section 2.4 of this Lease represents an estimate of the actual Commencement Date. The Commencement Date shall be the date that is three (3) days after Tenant Landlord delivers written notice to Landlord Tenant of the Substantial Completion of the Tenant Improvements (defined in Exhibit D)E) of the Landlord Improvements. If the Commencement Date is later than the Estimated Commencement Date specified in Section 2.4 above, this Lease shall not be void or voidable and Landlord and but Tenant shall be entitled to the rights and remedies receive a credit for Base Rent as set forth in Sections 4.3 through 4.6Section 4.4 below. Landlord and Tenant shall confirm the Commencement Date in writing after the actual Commencement Date has been established. Notwithstanding the forgoingUpon mutual execution of this Lease, if Substantial Completion Landlord shall commence construction of the Tenant Landlord Improvements occurs prior and exercise commercially reasonable efforts to December 1, 2017, then diligently prosecute the same to completion. 4.4 If the Commencement Date shall has not be earlier than December 1, 2017 unless Tenant elects to occupy and conduct business on one or more floors of the Premises prior to December 1, 2017. 4.3 If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery occurred by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 Estimated Commencement Date for any reason other than Tenant Delays or Changes (each as defined in Exhibit DE) or a Force Majeure Delay (defined below), and Landlord’s failure to timely complete either of same is the proximate cause of Tenant’s inability to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date, then Tenant shall be entitled, commencing on December 1, 2017, entitled to two (2) days of free Base Rent for every one (1) day of free Base Rent for each day of delay of after the Estimated Commencement Date up through June 1, 2018. If until the Commencement Date has not occurred by June 1occurred, 2018, then Tenant may, in its sole discretion, elect to terminate this Lease without penalty. Notwithstanding anything herein to the contrary, such termination date shall not be subject to extensions for any reason whatsoever (including, without limitation, any force majeure delays described in Section 34 of the Lease). Any which free Base Rent awarded herein shall be applied against the most immediate calendar months of the Term for which Base Rent is due. Landlord represents and warrants actually payable (i.e. months that it has received all applicable building permits for the Shell and Core Work to construct the Building (“Original Shell and Core Permits”do not have $0.00 Base Rent), excepting modification to the Original Shell and Core Permits described in Section 4.6 below. If the Landlord fails to (i) complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date, or (ii) complete the Shell and Core Work by November 1, 2017 due to Tenant Delays or Changes, then the Commencement Date shall be the Estimated Commencement Date. 4.4 If Tenant’s failure to achieve Substantial Completion of the Tenant Improvements by the Estimated Commencement Date is caused by (i) Landlord’s failure to complete the Shell and Core Work Required for Early Delivery by the Early Delivery Date due to a Landlord Force Majeure Delay, or (ii) Landlord’s failure to complete the Shell and Core Work by September 1, 2017 due to a Landlord Force Majeure Delay, and either of such delay is the proximate cause of Tenant’s inability to achieve timely Substantial Completion, or (iii) a Tenant Force Majeure Delay (defined below), then the Estimated Commencement Date shall be extended by one day for each day of delay so caused. For purposes of this Lease, the term “Landlord "Force Majeure Delay” Delays" means any actual delay in the timely completion of construction of either the Shell and Core Work Required for Early Delivery or the Core and Shell Work Landlord Improvements to the extent resulting from any of the following (i) any act of God, fire or other casualty, or (ii) the failure of a governmental entity to issue any applicable permit or approval for the construction of the Landlord Improvements on or before June 1, 2013, provided Landlord submits application for such permits and approvals on or before May 15, 2013 and uses commercially reasonable efforts to timely obtain such permits and approvals.