Common use of Delivery of Premises Clause in Contracts

Delivery of Premises. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity to inspect the Premises. Except as hereinafter provided, the Premises, shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door to the Premises in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's election.

Delivery of Premises. At the end of the Term or any renewal thereof or other sooner termination of this Lease, Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity will peaceably deliver to inspect the Premises. Except as hereinafter provided, Landlord possession of the Premises, together with all improvements or additions upon or belonging to Landlord, by whomsoever made, in substantially the same condition as received, or first installed, subject to the terms of Paragraphs 6, 21 and 39, subject to normal wear and tear and the rights and obligations of the parties concerning casualty damage pursuant to Paragraph 20. Tenant may, upon the termination of this Lease, remove all movable furniture and equipment belonging to Tenant, at Tenant's sole cost, provided that Tenant repairs any damage caused by such removal. Property not so removed by the Expiration Date (or in the event of an earlier termination, within five (5) days of such earlier termination date) shall be delivered to and accepted deemed abandoned by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior title to the Commencement Datesame shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Landlord shallTenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole costcost and expense, steam clean the carpeting located forthwith and with all due diligence remove any Tenant Modifications (as defined in the Premises and install a Building standard entryway door to Work Letter), Tenant Improvements or Alterations made by or for the Premises in a location account of Tenant, designated by Landlord to be mutually agreed upon by Landlord and Tenant removed ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result upon the written request of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment installation of such increased cost. Tenant Modifications, Tenant Improvements or Alterations, Landlord will also disapprove any alterations shall advise Tenant at that time whether or additions requested by not such specific Tenant which will delay completion of the Premises Modification, Tenant Improvement or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall Alteration must be removed by Tenant on upon the expiration or sooner termination of this Lease, and to the extent Landlord has so agreed to allow any specific Tenant Modification, Tenant Improvement or Alteration to remain in the Premises, Tenant shall not be removed obligated to remove such Tenant Modification, Tenant Improvement or left at Tenant's electionAlteration or to pay Landlord the cost of removal thereof pursuant to this Paragraph 24), and restore the Premises to its original condition as of the Delivery Date but with the Warm Shell Improvements in place (or with respect to Tenant Modifications, restore the Base Building to its condition prior to such Tenant Modifications being made), subject to the foregoing; or (ii) pay Landlord the reasonable estimated cost thereof.

Delivery of Premises. Landlord shall deliver the Premises, and Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity shall accept same in its as-is condition (except as set forth on Exhibit “B”), on the Commencement Date described in Section 1.22, or so soon thereafter as Landlord is able to inspect deliver same. If Landlord does not deliver possession of the Premises by the Commencement Date, or any other date scheduled or targeted as the Commencement Date, Landlord shall not have any liability whatsoever to Tenant on account of such failure to deliver possession of the Premises to Tenant and this Lease shall not be rendered void or voidable as a result of such delay. However, under such circumstances, unless such delay is caused by Tenant or Tenant’s contractors, the Commencement Date shall be postponed until possession of the Premises is delivered to Tenant or the Premises are available for occupancy by Tenant. Landlord will allow Tenant access to the Premises during the forty-five (45) day period prior to the Commencement Date in order to allow Tenant to install telecommunications lines and systems and other cabling in the office portion of the Premises and to install racking and distribution devices in the warehouse portion of the Premises. Except as hereinafter provided, Any such early access or use of the Premises, Premises by Tenant or Tenant’s Agents prior to the Commencement Date shall be delivered deemed to be under all the terms, covenants, conditions and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty provisions of any kind by Landlord to Tenantthis Lease, except that Landlord represents Tenant’s Base Rent and warrants to regularly recurring Additional Rent obligations for the Premises shall not begin until the Rent Commencement Date. Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding shall not interfere with Landlord’s construction of the foregoing, Improvements during its access of the Premises prior to the Commencement Date, . Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door will allow Tenant access to the Premises approximately forty-five (45) days prior to the Commencement Date in a location order to be mutually agreed upon allow Tenant to install telecommunications lines and systems, other cabling and move in furniture and other personal property. Any such early access or use of the Premises by Landlord and Tenant ("Landlord's Work"). The Premises or Tenant’s Agents prior to the Commencement Date shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; providedto be under all the terms, howevercovenants, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord conditions and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or except that Tenant’s Base Rent and regularly recurring Additional Rent obligations for the Premises shall be removed or left at Tenant's electionnot begin until the Commencement Date.

Delivery of Premises. (a) Landlord shall deliver the Premises to Tenant acknowledges in its “as-is” condition without (i) any obligation on Landlord’s part to undertake any improvements or alterations therein, except for the Tenant Improvements (as defined in Exhibit C) or Latent Defects (as hereinafter defined); or (ii) any representations or warranties regarding the condition thereof, except for the specific representations and warranties contained in Sections 1.5 and 9.17 hereof. Notwithstanding the preceding sentence, Landlord shall deliver the Premises to Tenant free of all prior tenancies, in broom clean condition, and with all base Building systems serving the Premises in good working order. Tenant shall retain the right to object to latent defects in the Premises or the base Building systems which serve the Premises which are not subject to detection upon reasonable inspection of the Premises prior to occupancy thereof (“Latent Defects”). All Latent Defects shall be promptly corrected by Landlord upon Tenant’s delivery of written notice to Landlord of the existence of such Latent Defects; provided that ▇objections to Latent Defects which are not disclosed in writing to Landlord prior to the first anniversary of the Commencement Date shall be deemed waived. Within twenty (20) days after the Commencement Date, Landlord and Tenant shall each execute and deliver to the other party a mutually-acceptable commencement date agreement in the form attached hereto as Exhibit B. (b) Landlord shall use commercially reasonable efforts to complete the Tenant Improvements and deliver the Premises to Tenant on or prior to the Expected Commencement Date. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or prior to the Expected Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any resulting loss or damages. Notwithstanding the foregoing: (i) if the Commencement Date does not occur on or prior to the date which occurs fifteen (15) days following the Expected Commencement Date, then, as Tenant’s sole and exclusive remedy for such failure, Tenant shall be entitled to ▇▇▇▇▇ has had an opportunity to inspect Base Rental and Tenant’s Pass-Through Costs following the Premises. Except as hereinafter provided, Commencement Date by one (1) day for each day occurring between the Premises, shall be delivered to Expected Commencement Date and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty the Commencement Date; (ii) if the Commencement Date does not occur on or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the date which is thirty (30) days following the Expected Commencement Date (the “Late Delivery Additional Abatement Date”), then Tenant shall retain all abatements accrued under subsection (i) but such abatements shall thereafter cease continuing to accrue and, in lieu thereof, as Tenant’s sole and exclusive remedy for such failure, Tenant shall instead be entitled to ▇▇▇▇▇ Base Rental and Tenant’s Pass-Through Costs following the Commencement Date by two (2) days for each day occurring between the Late Delivery Additional Abatement Date and the Commencement Date; and (iii) if the Commencement Date does not occur on or prior to the date which is ninety (90) days following the Expected Commencement Date (the “Late Delivery Outside Date”), then Tenant shall have the right to terminate this Lease by sending Landlord shalla written termination notice (“Late Delivery Termination Notice”) no earlier than the Late Delivery Outside Date and no later than the Commencement Date. For purposes of this Section 2.2(b), at Landlord's sole cost, steam clean the carpeting located Expected Commencement Date shall be delayed by one (1) day for each day that Landlord is delayed in delivering the Premises to Tenant as a result of any event of Force Majeure or Tenant Delay (and install a Building standard entryway door to therefore by definition, the Premises in a location to be mutually agreed upon by Landlord Late Delivery Additional Abatement Date and Tenant ("Landlord's Work"the Late Delivery Outside Date shall also so delayed). The Premises Any termination under this Section 2.2(b) shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlordeffective on the date (the “Late Delivery Termination Date”) which is thirty (30) days after the date on which Landlord receives the Late Delivery Termination Notice; provided, however, that if Landlord is delayed the Commencement Date occurs on or prior to the Late Delivery Termination Date, then at Landlord’s option Tenant’s termination of this Lease shall be null and void and of no further force and effect, and the Lease shall continue in completing Landlord's Work full force and effect as a result though Tenant had never sent the Late Delivery Termination Notice. Upon any termination of the action or inaction of TenantLease in accordance with this Section 2.2(b), the Premises Lease shall be deemed ready for occupancy automatically terminate on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Late Delivery Termination Date and Landlord and makes provisions acceptable Tenant shall each be released from any and all obligations or liabilities under the Lease accruing after the Late Delivery Termination Date, except that Landlord shall return to Landlord Tenant the Commitment Deposit and Security Deposit within ten (10) business days after the Late Delivery Termination Date and except for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant other obligations and liabilities which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on expressly survive any termination of this Lease. At Landlord’s request, or Tenant shall be removed or left at promptly execute and return to Landlord a termination agreement prepared by Landlord documenting the termination of this Lease pursuant to this Section 2.2(b), which obligation shall survive any termination of this Lease pursuant to this Section 2.2(b). Except as aforesaid, no delay of possession shall operate to relieve Tenant of Tenant's election’s obligations to Landlord (including the payment of rent and other amounts) as provided in this Lease.

Delivery of Premises. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity to inspect the Premises. Except as hereinafter providedset forth hereinafter, the Premises, shall be delivered to and accepted by Tenant, in its present condition Tenant As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that as expressly provided herein. Landlord represents and warrants that, as of the date hereof, there are no violations of laws with respect to Tenant that base the Premises, the Building systems are currently in good operating condition and repairor the Lot and, Notwithstanding the foregoing, prior to as of the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in all Building systems serving the Premises shall be in good working order and install a Building standard entryway door condition and in compliance with all laws. Prior to the Premises Term Commencement Date, Landlord shall perform the work, if any, identified in a location to be mutually agreed upon by Landlord and Tenant Exhibit C ("Landlord's Work"). The ) attached hereto and incorporated herein and the Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined delivered in broom clean condition. Tenant shall pay an amount equal to all out-of-pocket costs incurred by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of any change orders signed by ▇▇▇▇▇▇ and Landlord affecting Landlord's Work, which change orders shall specify the action or inaction amount chargeable to Tenant on account of Tenant, the Premises such change. Amounts due and payable on account of such change orders shall be deemed ready for occupancy on the Scheduled Term Commencement Datepaid by Tenant to Landlord within five (5) days after Landlord's invoice to Tenant therefor. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal nominal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord ▇▇▇▇▇▇▇▇ will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises Premises. Tenant's construction, installation of furnishings, and later changes or the Building. All changes and additions shall be part of coordinated with any work being performed by Landlord in such manner as to maintain harmonious labor relations and not to damage the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed Lot or left at Tenant's electioninterfere with Building operations.

Delivery of Premises. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity to inspect the Premises. Except as hereinafter provided, the Premises, shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults " Condition. Landlord shall not be in --------------------------------------- default hereunder and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants shall not be liable to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door to the Premises in a location to be mutually agreed upon for any damage or loss incurred by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion by reason of Landlord's Work as reasonably determined failure, for whatever reason, to cause the Premises to be delivered (or the Tenant Improvements Substantially Completed) by Landlordany particular date, nor shall this Lease be void nor voidable on account thereof; provided, however, that if Landlord in the event the Tenant Improvements have not been Substantially Completed on or before January 31, 1996 ("Outside Completion Date") and such delay is delayed in completing Landlord's Work as not a result of a Tenant Delay (as defined in Section 3.1 below), Tenant shall have the action right, as its sole and exclusive remedy, to terminate this Lease by providing Landlord with written notice thereof on or inaction of Tenantbefore the date which is ten (10) days following the Outside Completion Date: Tenant shall accept the Premises on the Commencement Date (as defined below) in its "As Is" condition, subject to the following: (a) The Tenant Improvements shall have been constructed in accordance with the Plans and Specifications approved by Landlord; (b) The Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any constructionin compliance with all applicable governmental ordinances, alterationsrules, codes, or additions requiring unusual expense regulations which relate to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for (collectively, "General Building Regulations"); and, (c) The Building shall comply with the Americans with Disabilities Act ("ADA"). All costs and expenses incurred in placing the base Building shell in compliance with any General Building Regulations and/or the ADA shall be borne by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of shall not be deducted from the Premises or the BuildingImprovement Allowance or, if applicable, included within Additional Allowance. All changes other costs and additions shall expenses relating to compliance with General Building Regulations and/or the ADA (including, without limitation, any such compliance which is required in connection with the Tenant Improvements) may be part of deducted from the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this LeaseImprovement Allowance and, or shall be removed or left at Tenant's electionif applicable, included within Additional Allowance.

Delivery of Premises. 3.1 Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity agrees to inspect take the Premises. Except as hereinafter provided, the Premises, shall be delivered to and accepted by Tenant, Premises in its present condition their "As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating " condition and repair, Notwithstanding the foregoing, prior to on the Commencement Date, unless Landlord shallhas agreed to construct improvements to the Premises, at Landlord's sole costas hereinafter provided. 3.2 Landlord has agreed to construct improvements to the Premises (the "Tenant Improvements") in accordance with the plans and specifications annexed hereto as EXHIBIT "B" (the "Plans and Specifications"). In connection with construction of such Tenant Improvements, steam clean Landlord has agreed to incur costs not to exceed $83,712 (the carpeting located "Construction Cost"). In no event shall Landlord be obligated to expend in excess of $83,712 for the Tenant Improve ments. In the event Tenant Improvements require an expenditure in excess of $83,712, Tenant agrees that such excess shall be borne by Tenant. For purposes hereof, the term "Construction Cost" shall include the development of the Plans and Specifications and related design costs. Following the date upon which the Tenant Improve ments have been substantially completed in accordance with the Plans and Specifications, Landlord shall deliver possession of the Premises and install the Commencement Date shall commence on the earlier to occur of (i) the date on which Tenant takes possession of the Premises or (ii) twenty-four (24) hours following the date on which a Building standard entryway door certificate of occupancy is issued by the Metropolitan Government of Nashville and Davidson County Buildings Department for occupancy of the Premises. The taking of possession by Tenant shall conclusively establish that improvements to the Premises have been completed in a location to be mutually agreed upon by Landlord accordance with the Plans and Tenant ("Landlord's Work")Specifications, and that the Premises are in good and satisfactory condition at the time possession is taken. The Premises shall be deemed ready for occupancy upon substantial completion Unless otherwise specified in the Plans and Specifications, all materials used in the construction of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed Landlord's standard items used with respect to the Building. 3.3 If Landlord is unable to give possession of the Premises on the date of commencement of the Lease Term hereof, because of the holding-over or retention of possession of any tenant, under tenant or occupants or if the Premises are located in a building being constructed, because such building has not been sufficiently completed to make the Premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured or for any other reason, Landlord shall not be subject to any liabil ity for failure to give possession on said date and the Scheduled Term Commencement Date. validity of the Lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the Lease Term, but the rent payable hereunder shall be abated (provided Tenant is not responsible for Landlord's inability to obtain possession) until after Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt shall have given Tenant written notice that the Premises are substantially ready for Tenant's occupancy. If per mission is given to normal office use on lease termination or increasing Tenant to enter into the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion possession of the Premises or to occupy premises other than the Building. All changes Premises prior to the date specified as the Commencement Date, Tenant covenants and additions agrees that such occupancy shall be part of deemed to be under all the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination terms, covenants, conditions and provisions of this Lease, or except as to the covenant to pay rent. Notwithstanding anything herein to the contrary, in the event Landlord has not commenced construction of the Premises by June 1, 1996, and provided any such delays were not caused by delays beyond Landlord's reasonable control, then Tenant may cancel this Lease upon notice in writing to Landlord, and neither party shall be removed or left at Tenant's electionhave any further obligation to the other.

Delivery of Premises. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity to inspect (a) Landlord Delivery of the PremisesBuilding. Except as hereinafter provided, the Premises, Landlord shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base responsible for delivering the Building systems are currently in good operating condition workmanlike condition, including but not limited to; foundation, roof, structural walls and repairsupports, Notwithstanding mechanical systems, HVAC systems, plumbing and sewer systems, electrical systems, life safety systems, restrooms, exterior windows and doors, parking structures/lots, driveways, common areas, and other areas outside the foregoing, prior to the Commencement Date, Building. (b) Landlord shall, at Landlord's sole cost, steam clean the carpeting located in Delivery of the Premises and install a (Base Building standard entryway door to Conditions). Landlord shall be responsible for delivering the existing Premises in a location good workmanlike condition, including but not limited to; floor, ceiling grid-tiles, light fixtures, structural walls and supports, mechanical systems, HVAC systems, plumbing and sewer systems, electrical systems, life safety systems, restrooms, fixtures, exterior windows and doors. Tenant’s TI Allowance shall not be used to be mutually agreed upon by Landlord and Tenant ("repair Landlord's Work")’s Base Building Conditions. The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, All systems within the Premises shall be deemed ready delivered in working condition; however, Tenant accepts the Premises in “as is” condition relative to location, distribution and code compliance of all systems in place prior to construction. (c) Demising of the Premises. Per the Tenant Improvement Section (Paragraph 5(a)), Landlord shall be responsible for occupancy on constructing the Scheduled Term Commencement DateDemising Wall for the Premises. Such demising wall shall be in accordance with the attached Space Plan dated June 3, 2013. The Demising Wall shall be a minimum one-hour rated fire wall from floor to ceiling deck. All construction shall be in accordance with all local and state codes and ordinances. (d) Intentionally omitted. COMMERCIAL LEASE (e) Base Building Plans / As-Built Drawings. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt shall be responsible for providing CAD drawings of the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion current As-Built condition of the Premises or and the Buildingcurrent Base Building condition at Landlord’s sole cost and expense. (f) Americans with Disabilities Act (ADA) / Texas Accessibility Standards (TAS) / Code Compliance. Landlord shall be responsible for ADA and TAS Compliance for the Building and Property. Compliance for the Premises shall be a component of the improvements to the Premises and shall be the responsibility of the contracting party for the construction process. All changes costs associated with ADA and additions TAS compliance for Tenant Improvement projects shall be part of included in the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionImprovement Allowance.

Delivery of Premises. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity to inspect the Premises. Except for Landlord’s Work as hereinafter providedexpressly set forth hereinafter, the Premises, Premises shall be delivered to and accepted by Tenant, in its present condition Tenant “As Is, ,” “Where Is, ” with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, . Notwithstanding the foregoing, prior subject to the Commencement following provisions, Landlord shall complete the work, a preliminary description of which is identified in Exhibit B, pursuant to the Final Plans, as defined below (“Landlord’s Work”). ▇▇▇▇▇▇▇▇ agrees to use reasonable efforts to have ▇▇▇▇▇▇▇▇’s Work substantially completed no later than the Scheduled Access Date, subject to delays beyond Landlord’s reasonable control and delays caused by ▇▇▇▇▇▇. Except as expressly provided otherwise, in this paragraph, below, Landlord shallshall in no way be liable to Tenant or any other party, at Landlord's sole cost, steam clean the carpeting located and ▇▇▇▇▇▇’s obligations shall not be reduced hereunder in the Premises event such construction work is not substantially completed by the Scheduled Access Date. If Landlord’s Work is not substantially completed on or before the date that is thirty (30) days after the Scheduled Access Date for any reason except delays caused by matters set forth in Section 10.11 of this Lease or delays caused by Tenant, Tenant shall be entitled to [****] for each and install a Building standard entryway door every day from such date to the Premises in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon date of actual substantial completion of Landlord's ’s Work, and the actual Term Commencement Date shall be delayed by one day for each day of delay until the construction of the Landlord’s Work is substantially complete. If Landlord’s Work is not substantially complete on or before the date which [****] days after the Scheduled Access Date for any reason except delays caused by matters set forth in Section 10.11 of this Lease or delays caused by Tenant, Tenant shall be entitled to [****] for each and every day from the seventy sixth (76th) day after the Scheduled Access Date to the date of actual substantial completion of the Landlord’s Work and the actual Term Commencement Date shall be delayed by [****] days for each day of such delay after such date until the construction of the Landlord’s Work is substantially completed. If Landlord’s Work is not substantially completed on or before the date which is [****] days after the Scheduled Access Date for any reason except delays caused by matters set forth in Section 10.11 of this Lease or delays caused by Tenant, then Tenant shall have the right to terminate this Lease by giving fifteen (15) days’ prior written notice of its exercise of said termination right at any time thereafter, whereupon the Security Deposit and any other sums theretofore paid to Landlord by Tenant shall be promptly returned to Tenant and Tenant shall have no further liability under this Lease (provided that if the Landlord’s Work is substantially complete within [****] days following such notice, then Tenant’s termination right shall be deemed rescinded and Tenant’s obligations hereunder shall continue as if no such election had occurred; however, such rescission shall not in any manner affect the delay of the actual Term Commencement Date as set forth in the preceding sentence). Subject to the provisions hereof, Landlord shall undertake Landlord’s Work to prepare the Premises for Tenant’s use and occupancy in accordance with the Final Plans approved as set forth below using contractors and subcontractors selected by Landlord. For the purposes hereof, Landlord and Tenant have approved the preliminary plans (“Preliminary Plans”) identified in Exhibit B for the Landlord Work. Landlord shall prepare final architectural plans (“Final Plans”) in substantial conformance with the Preliminary Plans. The Final Plans need not include working or shop drawings, but must be sufficient to secure any necessary building permits. Landlord shall deliver copies of the Final Plans to Tenant as soon as reasonably determined possible, but in all events within thirty five (35) days after the Date of Lease Execution. Once the Final Plans have been prepared, Landlord shall thereupon cause the Landlord’s Work to be completed in accordance with the Final Plans by a licensed contractor in a good and workmanlike manner and in accordance with all applicable laws. In the event of any conflict between the plans and specifications that are part of the Preliminary Plans or the Final Plans, the specifications shall control, provided that Landlord shall be entitled to substitute materials of similar quality to any materials specified in the plans or specification (if the specified materials are not readily available). Once installed, such improvements (except for items considered to be trade fixtures, if any) shall be part of the Premises and the sole property of Landlord. Landlord shall pay the Improvement Cost (as hereafter defined) necessary to complete the work set forth on the Final Plans. Improvement Cost shall mean all costs to design and construct Landlord’s Work, including without limitation the cost of all labor and materials and Landlord’s architectural, space planning and permit costs and all payments to the contractor that performs the Landlord’s Work. Tenant is not entitled to require any changes in the Final Plans after their approval; provided, however, that if Tenant nevertheless requests any change and Landlord assents thereto, such assent not to be unreasonably withheld, conditioned or delayed, Tenant shall pay any additional costs required to implement any such changes, including, without limitation, architectural fees and construction cost increases (including costs of delay) plus a fee equal to five percent (5%) of such costs. Tenant shall pay Landlord for such costs as additional rent within five (5) days after written notice from Landlord of the amount due. Any requests by Tenant for changes in the Final Plans shall constitute an agreement by Tenant to any delay in completion of the Landlord’s Work caused by reviewing, processing and implementing such changes, provided Landlord provides Tenant with an estimate of such delay in writing prior to the implementation of the change and Tenant agrees to the same in writing. If Landlord’s Work is delayed due to any delay resulting from ▇▇▇▇▇▇▇▇’s reviewing, processing and implementing such changes, or from any act or omission of Tenant or Tenant’s representatives, including, but not limited to, any delay by Tenant in completing Landlord's Work as a result the submission of plans, drawings, specifications or other information, or in approving any working drawings or estimates or in giving any authorization or approval, for the action or inaction purposes of Tenant, calculating when Annual Base Rent commences to be paid (including the date from which Free Rent is measured) the Premises shall be deemed ready for occupancy substantially completed on the Scheduled date when they would have been ready but for such delay. Landlord warrants that all of Landlord’s Work will be free of material defects in workmanship and materials for a period of one (1) year from the Tenant Access Date. Further, upon written request from ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ agrees to use reasonable efforts to enforce its rights under any third-party warranties related to any defective components of Landlord’s Work; provided, however, Landlord shall not be required to incur any costs or expenses in said efforts. ▇▇▇▇▇▇ agrees to promptly notify Landlord of any observed material defects. In addition to the Landlord’s Work, ▇▇▇▇▇▇▇▇ agrees that on or before the Term Commencement Date. , Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt shall do the following: (1) provide an operating on-site food service establishment in the Park; and (2) replace the HVAC unit currently servicing the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord with a new and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionappropriately sized unit.

Delivery of Premises. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity Landlord shall use commercially reasonable efforts to inspect (i) satisfy the Premises. Except as hereinafter provided, the Premises, shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, applicable Commencement Date Conditions prior to the applicable Target Commencement Date and (ii) satisfy the Substantial Completion Conditions prior to the Target Substantial Completion Date. Landlord and Tenant acknowledge and agree that construction closeout with respect to the Landlord Improvements will be governed by Exhibit “J” and any dispute by Tenant of the foregoing shall be subject to Section 9 of Exhibit “J”. 2.2.1 Landlord and Tenant agree that, if the Commencement Date Conditions have occurred prior to the Target Commencement Date, Landlord shall have the right to deliver the Commencement Date Notice to Tenant, and thereby cause the Commencement Date (or the Deemed Commencement Date) to occur. 2.2.2 Tenant agrees that, the Commencement Date shall, at Landlord's sole costupon satisfaction of the Commencement Date Conditions and delivery of the Commencement Date Notice, steam clean be deemed (for the carpeting located purpose of determining the first day of the Term and the first day of Rent accrual hereunder) to have been moved up to the Deemed Commencement Date in the Premises and install a Building standard entryway door to event the Premises conditions set forth in a location to be mutually agreed upon by the definition thereof are satisfied. The foregoing notwithstanding, Landlord and Tenant ("agree that Landlord's Work"). The Premises shall ’s post-Commencement Date obligations hereunder shall, in the event of a Deemed Commencement Date, be deemed ready for occupancy upon substantial completion of Landlord's Work to have commenced as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction actual date that the Commencement Date Notice is delivered to Tenant. 2.2.3 Tenant agrees that, Substantial Completion shall, upon satisfaction of Tenantthe applicable conditions thereto and the delivery of the Delivery of Premises Notice, the Premises shall be deemed ready (for occupancy on the Scheduled Term Commencement Date. Landlord will not approve purpose of determining any construction, alterations, or additions requiring unusual expense rent abatement pursuant to readapt Exhibit “J”) to have been moved up to the Premises to normal office use on lease termination or increasing Deemed Substantial Completion Date in the cost of construction, insurance or taxes on event the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of conditions set forth in the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electiondefinition thereof are satisfied.

Delivery of Premises. Tenant acknowledges that ▇▇▇▇▇▇ it has had an opportunity to inspect conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant shall accept possession of the Premises in its then existing "AS-IS" condition, subject to the terms of Section 2.3, below. Landlord shall deliver the Premises to Tenant promptly following the later to occur of (i) the full execution and delivery of this Lease by Landlord and Tenant, (ii) termination of the lease with, and the vacancy of the Premises by, the Existing Tenant, as that term is defined in Section 2.4, below, and (iii) the date Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with this Lease (as applicable, the “Delivery Date”), for the purpose of Tenant constructing the Tenant Improvements and installing equipment or fixtures (including Tenant's data and telephone equipment) in the Premises. Except as hereinafter providedprovided hereinbelow, all of the Premises, terms and conditions of the Lease shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty apply as though the Lease Commencement Date had occurred (although the Lease Commencement Date shall not actually occur until the occurrence of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior same pursuant to the Commencement terms of Section 2.1, above) upon the Delivery Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door to the Premises in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if notwithstanding the foregoing, Tenant shall have no obligation to pay Base Monthly Rent attributable to the Premises, or Tenant's Share of Project Expenses attributable to the Premises, during any such period prior to the Lease Commencement Date. At any time following the Delivery Date, Landlord is delayed may deliver to Tenant a notice in completing Landlord's Work the form attached to this Lease as Exhibit C as a result confirmation only of the action or inaction information set forth therein, which Tenant shall execute and return to Landlord within five (5) days of receipt thereof; provided, however, Tenant, the Premises 's failure to timely execute and return such notice to Landlord shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of LandlordTenant's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion acknowledgement of the Premises or the Building. All changes and additions shall be part truth of the Building except information set forth in such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionnotice.

Delivery of Premises. 4.1 As-Is. Landlord shall deliver the Premises to Tenant in its current “as-is” condition with all faults promptly following execution of this Lease and receipt of the Prepaid Rent and Letter of Credit required under Section 6 below. Landlord shall not be required to [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] make any alterations or improvements to the Premises but shall pay the Allowance pursuant to Exhibit B attached hereto. Tenant shall be responsible for all construction or alterations of the Premises necessary to ready the Premises for Tenant’s use and occupancy (the “Tenant Improvements”). All Tenant Improvements shall be installed by Tenant in accordance with Exhibit B and Tenant shall not begin construction until the terms and conditions of Exhibit B have been satisfied. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity to inspect the Premises. Except as hereinafter provided, the Premises, shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty a portion of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install containing approximately 1,000 square feet has been leased to Acucela on a Building standard entryway door month to the Premises in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Datemonth basis. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt shall terminate the Acucela lease promptly after the Effective Date and shall deliver possession of that portion of the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes Tenant immediately upon surrender thereof by Acucela. Tenant shall not be required to pay rent on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable Acucela space until Landlord has delivered possession thereof to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's election.

Delivery of Premises. The parties anticipate that the Premises shall -------------------- be Ready for Occupancy within thirty (30) days of the scheduled term commencement date set forth in the Fundamental Lease Provisions. In the event that it becomes apparent to Landlord that the Premises shall not be Ready for occupancy within ten (10) days of the scheduled term commencement date, Landlord shall use reasonable efforts to advise Tenant acknowledges of the anticipated date that ▇▇▇▇▇▇ has had an opportunity the Premises will be ready for occupancy at least ten (10) days prior to inspect such date, but the Premisesfailure to give such notice shall not constitute a default hereunder by Landlord. Except as hereinafter providedTenant agrees that in the event of the inability of Landlord to deliver possession of the Premises to Tenant by the scheduled term commencement date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, but in such event Tenant shall not be liable for any rent until the PremisesPremises are ready for occupancy. Any failure to deliver possession at the scheduled term commencement date, shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty not affect the obligations of any kind by Landlord to TenantTenant hereunder, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door to the Premises in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result has failed to deliver possession of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination Tenant within six (6) months after the scheduled term commencement date, Landlord or increasing Tenant may, at either option, by notice in writing to the cost of constructionother party within thirty (30) days thereafter, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of cancel this Lease, or in which event the parties shall be removed or left at Tenant's electiondischarged from all obligations hereunder.

Delivery of Premises. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity to inspect If Landlord, for any reason whatsoever, cannot deliver possession of the Premises. Except as hereinafter provided, the Premises, shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants Premises to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to on or before the Commencement Date, this Lease shall not be voidable, nor shall Landlord shallhave any liability to Tenant for any loss or damages resulting therefrom, at Landlord's sole cost, steam clean nor shall the carpeting located Lease Term or any option term be extended. Upon cancellation in the Premises and install a Building standard entryway door event Landlord cannot deliver possession of the Premises, neither party shall have any liability to the Premises other for damages or otherwise arising out of or based upon this Lease and the Security Deposit and any Advance Rent paid to Landlord hereunder will be promptly refunded to Tenant. Tenant shall have the non-exclusive right to use in a location common with other tenants in the Property, and subject to the rules and regulations referred to in this Lease, those portions of the Property which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Property, including the parking lots serving the Property (such areas, together with such other portions of the Property designated by Landlord, in its discretion, including certain areas designated for the exclusive use of certain tenants, or to be mutually agreed upon shared by Landlord and Tenant (certain tenants, are collectively referred to herein as the "Landlord's WorkCommon Areas"). The Premises manner in which the Common Areas are maintained and operated shall be deemed ready for occupancy upon substantial completion at the sole discretion of Landlord's Work Landlord and the use thereof shall be subject to such reasonable rules, regulations and restrictions as reasonably determined by LandlordLandlord may make from time to time; provided, however, that if (i) Landlord is delayed shall not discriminate against Tenant in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment enforcement of such increased cost. Landlord will also disapprove rules and regulations; and (11) in the event of conflict between such rules and regulations (and any alterations or additions requested by Tenant which will delay completion of modifications thereto) and the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination terms of this Lease, this Lease shall control. Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Property and the Common Areas; provided, however, that Landlord shall be removed use commercially reasonable efforts not to make any material alterations or left at additions to Tenant's electiondesignated parking spaces, nor take any action to materially block access thereto, without prior written notice to Tenant.

Delivery of Premises. Landlord has completed the construction of the -------------------- building shell and the "Landlord's Work" as more particularly described in Exhibit "C" attached hereto (hereinafter referred to as the "Landlord's Work"). ----------- Landlord shall supervise the design, construction and installation of the initial improvements in the Premises (the "Tenant Improvements") in accordance with the Plans and the following terms and conditions. Landlord's engineer and/or architect shall, at Tenant's sole cost and expense (as part of the Tenant Improvement Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (the "Plans") which shall be materially consistent with the preliminary space plans prepared by Tenant and approved by Landlord, such preliminary space plans to be delivered by Tenant to Landlord by November 13, 2000. Tenant will advise Landlord within ten (10) business days after Tenant's receipt of the Plans of Tenant's approval or disapproval thereof. If Tenant disapproves any of the Plans, Landlord will deliver, or cause its architect to deliver to Tenant, revised Plans incorporating Tenant's proposed revisions to the extent such revisions are reasonably acceptable to Landlord. If the revised Plans are still unacceptable to Tenant, Landlord will make further changes incorporating Tenant's proposed revisions to the extent such additional revisions are reasonably acceptable to Landlord, until the Plans have been approved by Tenant and are suitable for bidding and construction. Tenant shall approve or disapprove in whole or in part all revised Plans received from Landlord within five (5) business days following receipt thereof from Landlord. This iterative process (the "Approval Process") will continue, with each side having five (5) business days to respond (except as otherwise provided above regarding Tenant's initial review of the Plans), until the parties agree upon mutually acceptable Plans. The final Plans, as reviewed and approved by Landlord and Tenant, such approval not to be unreasonably withheld, shall be attached (1) Tenant's failure to timely furnish to Landlord the preliminary space plans; (2) Tenant's delay in timely submitting or approving any other drawings, plans or specifications; (3) Tenant's failure to provide, or delay in providing, Landlord with any other information reasonably requested by Landlord for the purpose of completing the Plans or the ordering of materials or the letting of bids for the Tenant Improvements; (4) any change orders by Tenant (to the extent such change is approved by Landlord) in the Plans or in any other plan, specification or finish information furnished by Tenant, after Landlord has approved the same; (5) delay in the completion of work by any person (other than Landlord or the Contractor), or any sub-contractor or design or engineering consultant retained by either of them, including Landlord' architect preparing the Plans) performing work for Tenant; or (6) Long Lead Items (hereinafter defined). In any such event, such Tenant Delay shall not postpone or defer the Commencement Date, or Tenant's obligation to pay Rent as of the Commencement Date, but the Commencement Date shall occur on the day when it would otherwise have occurred if such Tenant Delay had not occurred, and the Target Date shall be extended for a period of time equal to the number of days of such Tenant Delay. In addition, Tenant shall pay to Landlord, and shall indemnify and hold Landlord harmless from and against, all actual and direct costs, expenses, damages and claims incurred by Landlord resulting from any Tenant Delay, including without limitation any delay damages which become due to the contractor under the contract for the construction of the Tenant Improvements (the "TI Construction Contract"); provided, however, in no event shall Tenant be liable for any indirect or consequential damages suffered by Landlord as a result of any Tenant Delay. Any costs payable by Tenant to Landlord hereunder shall be deemed to be Additional Rent under the Lease. In order to claim that a delay constitutes a Tenant Delay, Landlord must notify Tenant of the cause of the delay within five (5) business days following the commencement of the delay. If such notice is not delivered within said five (5) business day period, the days between the expiration of said five day period and the delivery of the notice shall not count toward the Tenant Delay. Promptly following approval of the Plans, Landlord shall use diligent efforts to obtain a building permit from the applicable governmental authority. Tenant acknowledges and agrees that ▇▇▇▇▇▇ has had an opportunity to inspect the Premises. Except & ▇▇▇▇▇ shall serve as hereinafter provided, the Premises, shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door to the Premises in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready general contractor for occupancy upon substantial completion purposes of constructing Landlord's Work as reasonably determined by Landlordand the Tenant Improvement. With respect to any subcontractors' work in excess of $5,000.00, Landlord shall obtain estimates for the cost of such work from at least two (2) subcontractors. A contract for the construction of such improvements shall be issued to the subcontractor which submits the lowest qualified bid; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of and notwithstanding anything contained herein to the action or inaction of Tenantcontrary, the Premises shall be deemed ready Landlord may elect to contract for occupancy on the Scheduled Term Commencement Date. construction of such improvements with a subcontractor other than the subcontractor which submits the lowest bid if: (i) Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt pays the Premises to normal office use on lease termination or increasing difference between the cost of constructionthe selected subcontractor and the lowest qualified bid, insurance or taxes on (ii) Landlord provides a commercially reasonable explanation for not selecting the Building subcontractor with the lowest qualified bid. Notwithstanding anything contained herein to the contrary, the foregoing provisions relative to competitive bidding shall not apply to any mechanical, plumbing or of Landlord's services called electrical contract for by Section 5.1 unless improvements to the Premises and Tenant first gives assurances acceptable to Landlord agrees that such readaptation the base building contractors will be made prior to such termination without expense to Landlord serve as the mechanical, plumbing and makes provisions acceptable to Landlord for payment of such increased costelectrical subcontractors. Landlord will also disapprove any alterations or additions requested by Tenant which will delay Upon completion of the Premises or Tenant Improvements, Landlord shall assign to Tenant, to the Building. All changes and additions shall be part extent assignable at no material cost to Landlord, all warranties applicable to the construction of the Building except Tenant Improvements to the extent Tenant is responsible for the repair or replacement of such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionitems.

Delivery of Premises. 4.1 As-Is. Landlord shall deliver the Premises to Tenant in its current "as-is" condition with all faults promptly following execution of this Lease and receipt of the Prepaid Rent and Letter of Credit required under Section 6 below. Landlord shall not be required to [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] make any alterations or improvements to the Premises but shall pay the Allowance pursuant to Exhibit B attached hereto. Tenant shall be responsible for all construction or alterations of the Premises necessary to ready the Premises for Tenant's use and occupancy (the "Tenant Improvements"). All Tenant Improvements shall be installed by Tenant in accordance with Exhibit B and Tenant shall not begin construction until the terms and conditions of Exhibit B have been satisfied. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity to inspect the Premises. Except as hereinafter provided, the Premises, shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty a portion of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install containing approximately 1,000 square feet has been leased to Acucela on a Building standard entryway door month to the Premises in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Datemonth basis. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt shall terminate the Acucela lease promptly after the Effective Date and shall deliver possession of that portion of the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes Tenant immediately upon surrender thereof by Acucela. Tenant shall not be required to pay rent on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable Acucela space until Landlord has delivered possession thereof to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's election.

Delivery of Premises. (a) Landlord shall deliver possession of the Premises to Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity upon the mutual execution and delivery of this Lease by Landlord and Tenant. Tenant agrees to inspect accept possession of the Premises. Except Premises in their “as hereinafter providedis” condition on the date of this Lease, without representation or warranty by Landlord, express or implied, except as expressly set forth in this Lease, and with no obligation of Landlord to repaint, remodel, repair, improve or alter the Premises, shall or to perform any construction, remodeling or other work of improvement upon the Premises, or contribute to the cost of any of the foregoing, except as expressly set forth in this Lease, including the Tenant Improvement Agreement, and subject to any repair, maintenance, warranty and other obligations of Landlord under this Lease. The parties acknowledge that Landlord has caused elevator cabs and related equipment to be delivered to the Premises, but Tenant shall be responsible for installing the elevators and accepted by Tenant, in its present related equipment pursuant to the Tenant Improvement Agreement. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition As Is, Where Is, of the Premises or the Building or with all faults and without representation, warranty or guaranty respect to the suitability of any kind by Landlord to of the foregoing for the conduct of Tenant’s business, except as expressly set forth in this Lease. Landlord shall assign to Tenant the benefit of any warranties that Landlord has on the elevator equipment, Building Systems or other portions of the Premises that Tenant is responsible for maintaining under this Lease, and shall reasonably cooperate with Tenant to enforce all such warranties. (b) Landlord represents and warrants that, to Landlord’s knowledge, as of the date of execution of this Lease, the Real Property complies in all material respects with all Applicable Laws, including, but not limited to, the ADA and Title 24 (as interpreted by applicable governmental or quasi-governmental authorities as of the date of this Lease) applicable to a “cold shell” condition, without regard to any specific use of the Premises or the Tenant Improvements to be installed by Tenant pursuant to the Tenant Improvement Agreement (“Tenant Improvements”). If the Real Property as of the date of execution of this Lease does not comply in all material respects with Applicable Laws, then Landlord shall not be liable to Tenant that base Building systems are currently in good operating condition and repairfor any damages, Notwithstanding the foregoing, prior to the Commencement Date, Landlord shallbut Landlord, at Landlord's sole cost’s expense (without pass through to Tenant), steam clean shall perform such corrective work or take such other actions as may be necessary to cure any violation. Landlord shall have the carpeting located right to apply for and obtain a waiver or deferment of compliance, the right to contest any violation in good faith, including, but not limited to, the Premises right to assert any and install a Building standard entryway door all defenses allowed by Applicable Laws, and the right to appeal any decisions, judgments or rulings to the Premises in fullest extent permitted by Applicable Laws, and Landlord’s obligation to perform corrective work or take other action to cure a location violation under this Paragraph 2.2(b) shall not apply until after the exhaustion of any and all rights to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlordappeal or contest; provided, however, that if Landlord any delay in the Substantial Completion Date (as defined in the Tenant Improvement Agreement) that is delayed in completing caused by any such violation or alleged violation of Applicable Laws, including, without limitation, any corrective work or other actions taken by Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense by any application for waiver, contest, appeal or other proceeding brought by Landlord to readapt challenge such violation or alleged violation, shall automatically constitute a “Landlord Delay” under the Premises Tenant Improvement Agreement, notwithstanding anything to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made contrary contained in this Lease. If prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay the completion of the Premises Tenant Improvements, Tenant does not notify Landlord in writing of any violation or alleged violation of Applicable Laws with respect to the Building. All changes and additions shall be part Real Property as of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination date of this Lease, then the issuance of a temporary or permanent certificate of occupancy (or sign off on the job card) for the Tenant Improvements to be constructed pursuant to the Tenant Improvement Agreement shall conclusively establish that the foregoing representation was true and correct, and Landlord shall thereafter have no further liability or responsibility pursuant to this Paragraph 2.2(b). (c) Landlord represents and warrants that, to Landlord’s knowledge, as of the date of execution of this Lease, the roof (as used herein, the term “roof” shall mean both the roof membrane and roof structure), structural elements of the Building (as used herein, the term “structural elements” includes, without limitation, the foundations, columns, footings, load-bearing and exterior walls, sub-flooring, and all pipes and conduit [including, without limitation, the fire protection loop] to the point of entry into the Building), and all portions of Building Systems in place upon delivery of the Premises to Tenant (recognizing that the Premises are being delivered in a “cold shell” condition) (the “Existing Building Systems”), are in good working condition and repair and “water tight”, except that elevators will be installed by Tenant pursuant to the Tenant Improvement Agreement. In addition, Landlord agrees to promptly perform all work necessary to maintain the roof, structural elements of the Building, and all portions of the Existing Building Systems in good working condition and repair during (i) the first twelve (12) months following the Commencement Date with respect to patent defects (i.e., any defects that could be discovered by a reasonable inspection of the Building), and (ii) the entire Lease Term with respect to latent defects (i.e., any hidden defects that could not be discovered by a reasonable inspection of the Building), at no cost to Tenant, except as provided in Paragraph 9.2(c). (d) Without abrogating or otherwise limiting Landlord’s obligations under Paragraph 2.2(c) or elsewhere in this Lease, Tenant shall, as soon as reasonably practicable, but in any event before January 15, 2010, cause an inspection of the roof, portions of the Building Systems in place upon delivery of the Premises to Tenant, and the structural elements of the Premises to be performed by a contractor approved in advance by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed, and to deliver to Landlord, not later than January 15, 2010, a copy of the report prepared by such contractor. If the report concludes that repairs or other corrective work (collectively, the “Corrective Work”) is necessary to cause said portions of the Building to be in good condition and repair, Landlord, within thirty (30) days after its receipt of the report, shall perform the Corrective Work at Landlord’s cost (without pass through to Tenant as an Operating Expense). Tenant shall provide Landlord and its contractors with reasonable access to the Premises to perform any Corrective Work, the parties shall reasonably coordinate their respective work so as to minimize delays to the other party, and Landlord shall complete such work in a good and workmanlike manner, in accordance with all Applicable Laws, and as soon as reasonably possible. Notwithstanding the foregoing, if within ten (10) business days after receipt of Tenant’s inspection report, Landlord delivers to Tenant a good faith written objection to the report, then Landlord and Tenant shall promptly meet and attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute within thirty (30) days after Tenant’s receipt of Landlord’s written objection to the report, the dispute shall be removed or left at Tenant's electionsubmitted to binding arbitration in accordance with Paragraph 34 below.

Delivery of Premises. Landlord shall deliver the Premises to Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity -------------------- broom clean, and in good condition and repair, less reasonable wear and tear from the previous tenant. The electrical, mechanical, I-P/AC, plumbing, elevator and other systems serving the Premises and the Building shall be in good condition and repair. Otherwise, the Premises shall be delivered in their current condition. Landlord shall have no obligation to inspect alter or construct any tenant improvements on the Premises. Except as hereinafter providedLandlord shall provide a tenant improvement allowance to Tenant in the amount of five dollars ($5.00) per usable square foot for improvements to be made by Tenant to the Premises at the commencement of the Lease term. All improvements shall be made by Tenant using contractors approved by Landlord, and otherwise in accordance with the terms of Section 7.2 below. The tenant improvement allowance shall be used to reimburse Tenant for hard construction costs incurred in making improvements to the Premises, including paint, carpet and interior modifications, provided that no portion of the tenant improvement allowance shall be delivered used for Tenant's networking or cabling. Tenant shall submit its request for reimbursement to and accepted Landlord, together with written evidence showing eligible costs incurred by Tenant, and Landlord shall reimburse Tenant for such eligible costs incurred in its present condition As Is, Where Is, compliance with all faults and without representation, warranty or guaranty of any kind this Lease within twenty (20) days after such materials are submitted by Landlord to Tenant. Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repairmay at its option, Notwithstanding seek reimbursement from the foregoingtenant improvement allowance for improvements made at the commencement of lease term, prior to or later during the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door to the Premises in a location to be mutually agreed upon by Landlord and Tenant initial five ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord5) year lease term; provided, however, that if Landlord is delayed in completing Landlord's Work as a result any portion of the action or inaction of Tenant, initial tenant improvement allowance not used during the Premises initial five (5) year lease term shall cease to be deemed ready eligible for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionreimbursement.

Delivery of Premises. The Premises shall be made available to Tenant acknowledges that ▇▇▇▇▇▇ for commencement of the Work from and after the Commencement Date, provided Tenant has had an opportunity first obtained such Permits (Site Permits or Construction Permits, as the case may be) as are necessary for commencement of the applicable Work, executed and delivered the necessary construction contracts, established the construction disbursing escrow and delivered to inspect Landlord the Premisesinsurance certificates, contract assignments, consents and bonds provided for in Section 4(e). Except as hereinafter provided, Prior to commencing any Work on or at the Premises, Tenant, at Tenant's sole risk, cost and expense, shall cause a resubdivision plat and revised legal description of the Premises to be prepared by a licensed Missouri surveyor in accordance with Attachment B and submitted to Landlord for Landlord's review and approval, which approval shall not be unreasonably withheld. The legal description of the Premises shall become Attachment J to this Lease. The resubdivision plat shall be delivered sufficient to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by enable Landlord to cause the Premises to be lawfully subdivided from the Adjacent Parcel and shall be consistent with Tenant's contemplated ingress and egress by the public to the Project and Tenant's access to service roads and work areas as shown on the Project design plans and renderings. Landlord agrees to cooperate fully with Tenant in connection with Tenant's preparation of the legal descriptions and resubdivision plat, but at no out-of-pocket or third-party cost or expense to Landlord, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door to the Premises in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing bear the cost of constructionany surveying of the Adjacent Parcel required to effect the resubdivision and any other resubdivision costs allocable to the Adjacent Parcel, insurance or taxes with any such allocation between Tenant and Landlord to be based on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion relative size of the Premises or parcels unless the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electioncost in question relates solely to one parcel.

Delivery of Premises. Upon Substantial Completion of the Tenant acknowledges that ▇▇▇▇▇▇ Improvements, Landlord shall deliver possession of the Premises to Tenant. If Landlord has had an opportunity not Substantially Completed the Tenant Improvements and tendered possession of the Premises to inspect Tenant on or before the Premises. Except as hereinafter providedScheduled Commencement Date specified in Section 2 - Term; Possession of the Lease, or if Landlord is unable for any other reason to deliver possession of the PremisesPremises to Tenant on or before such date, neither Landlord nor its representatives shall be liable to Tenant for any damage resulting from the delay in completing such construction obligations and/or delivering possession to Tenant and the Lease shall remain in full force and effect unless and until it is terminated under the express provisions of this Paragraph. If any delays in Substantially Completing the Tenant Improvements are attributable to Tenant Delays, then the Premises shall be deemed to have been Substantially Completed and delivered to Tenant on the date on which Landlord could have Substantially Completed the Premises and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants tendered the Premises to Tenant that base Building systems are currently in good operating condition and repair, but for such Tenant Delays. Notwithstanding the foregoing, prior if the Commencement Date has not occurred or been deemed to have occurred within six (6) months after the Scheduled Commencement Date, Landlord shalleither party, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door by written notice to the Premises in a location other party given within ten (10) days after the expiration of such six (6) month period, may terminate this Lease without any liability to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlordthe other party; provided, however, that if Landlord the delay in the Commencement Date is delayed in completing Landlord's Work as a result caused by delays of the action type described in Section 26 - Force Majeure of the Lease, and if Tenant elects to terminate as provided above, then Tenant shall reimburse Landlord, within thirty (30) days after receipt of notification from Landlord of the amounts due, for any amounts expended or inaction incurred by Landlord for the design, construction and installation of the Tenant Improvements and for brokerage commissions and legal fees in connection with the preparation and negotiation of the Lease. If Tenant fails to perform any of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at obligations under this Construction Rider within the time periods specified herein, Landlord may, in lieu of approval terminating the parties agree either shall be removed by Tenant on termination Lease under the foregoing provisions, treat such failure of this performance as an Event of Default under the Lease, or shall be removed or left at Tenant's election.

Delivery of Premises. The Premises will be delivered to Tenant acknowledges empty and in broom clean condition with all systems in good operating condition. Any furniture or other personal property in the Premises may be used by Tenant during the lease and any extensions free of charge. Landlord and Tenant shall agree on an inventory list of property that ▇▇▇▇▇▇ has had an opportunity to inspect the Premises. Except as hereinafter provided, Tenant will use in the Premises, shall such inventory list to be delivered provided to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, no later than sixty (60) days prior to the Commencement Date, and Landlord shallshall remove the remaining furniture and/or equipment from the Premises. If, at Landlord's sole costfor any reason not caused by Tenant, steam clean the carpeting located in Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, this Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting from such delay, but in such event, the Commencement Date and install a Building standard entryway door Tenant’s obligation to pay Rent will not commence until Landlord delivers possession to Tenant. If the Premises delay in a location possession is caused by Tenant, then the Term and Tenant’s obligation to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work pay Rent will commence as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of TenantCommencement Date even though Tenant does not yet have possession. Notwithstanding the foregoing, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense be obligated to readapt deliver possession of the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation (but Tenant will be made prior liable for Rent if Landlord can otherwise deliver the Premises to such termination without expense to Tenant) until Landlord and makes provisions acceptable to Landlord for payment has received from Tenant all of such increased cost. Landlord will also disapprove any alterations or additions requested the following: (i) a copy of this Lease fully executed by Tenant which will delay completion and the guaranty of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of Tenant’s obligations under this Lease, if any, executed by the Guarantor(s); (ii) the Security Deposit, if required, and the first installment of monthly Base Rent; and (iii) copies of policies of insurance or shall be removed or left at Tenant's electiondocuments evidencing compliance with the minimum insurance requirements as required in this Lease.

Delivery of Premises. Upon Substantial Completion of the Tenant acknowledges that ▇▇▇▇▇▇ Improvements, Landlord shall deliver possession of the Premises to Tenant. If Landlord has had an opportunity not Substantially Completed all the Tenant Improvements and tendered possession of the Premises to inspect Tenant on or before the Premises. Except as hereinafter providedScheduled Commencement Date, or if Landlord is unable for any other reason to deliver possession of the PremisesPremises to Tenant on or before such date, neither Landlord nor its representatives shall be delivered to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by Landlord to Tenant, except that Landlord represents and warrants liable to Tenant that base Building systems are currently for any damage resulting from the delay in good operating condition completing such construction obligations and/or delivering possession to Tenant and repair, the Lease shall remain in full force and effect unless and until it is terminated under the express provisions of this paragraph. Notwithstanding the foregoing, prior if the Commencement Date has not occurred or been deemed to have occurred within one (1) year after the Scheduled Commencement Date, Landlord shall(i) and if the same is not due to a Tenant Delay, at Landlord's sole costthen Tenant, steam clean the carpeting located in the Premises and install a Building standard entryway door by written notice to the Premises in a location to be mutually agreed upon by Landlord and Tenant other party given within ten ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion 10) days after the expiration of Landlord's Work as reasonably determined by Landlord; providedsuch one (1) year period, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve may terminate this Lease without any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense liability to Landlord and makes provisions acceptable (ii) and if the same is not due to Landlord for payment a delay caused by Landlord, then Landlord, by written notice to the other party given within ten (10) days after the expiration of such increased costone (1) year period, may terminate this Lease without liability to Tenant. Landlord will also disapprove any alterations or additions requested Notwithstanding the foregoing, Tenant shall have no right to terminate this Lease if and to the extent such delay in Substantial Completion is caused by a Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionDelay.

Delivery of Premises. Landlord shall use commercially reasonable efforts to (i) satisfy the applicable Commencement Date Conditions prior to the applicable Target Commencement Date and (ii) satisfy the Substantial Completion Conditions prior to the Target Substantial Completion Date. Landlord and ▇▇▇▇▇▇ acknowledge and agree that construction closeout with respect to the Landlord Improvements will be governed by Exhibit “J” and any dispute by Tenant acknowledges of the foregoing shall be subject to Section 9 of Exhibit “J”. 2.2.1 Landlord and Tenant agree that, if the Commencement Date Conditions have occurred prior to the Target Commencement Date, Landlord shall have the right to deliver the Commencement Date Notice to Tenant, and thereby cause the Commencement Date (or the Deemed Commencement Date) to occur. 2.2.2 Tenant agrees that, the Commencement Date shall, upon satisfaction of the Commencement Date Conditions and delivery of the Commencement Date Notice, be deemed (for the purpose of determining the first day of the Term and the first day of Rent accrual hereunder) to have been moved up to the Deemed Commencement Date in the event the conditions set forth in the definition thereof are satisfied. The foregoing notwithstanding, Landlord and ▇▇▇▇▇▇ agree that ▇▇▇▇▇▇ has had an opportunity to inspect the Premises. Except as hereinafter provided, the Premises, shall be delivered to and accepted by Tenant▇▇▇’s post-Commencement Date obligations hereunder shall, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty the event of any kind by Landlord to Tenant, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the a Deemed Commencement Date, Landlord be deemed to have commenced as of the actual date that the Commencement Date Notice is delivered to Tenant. 2.2.3 Tenant agrees that, Substantial Completion shall, at Landlord's sole costupon satisfaction of the applicable conditions thereto and the delivery of the Delivery of Premises Notice, steam clean be deemed (for the carpeting located purpose of determining any rent abatement pursuant to Exhibit “J”) to have been moved up to the Deemed Substantial Completion Date in the Premises and install a Building standard entryway door to event the Premises conditions set forth in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electiondefinition thereof are satisfied.

Delivery of Premises. Tenant acknowledges that ▇▇▇▇▇▇ has had an opportunity If for any reason whatsoever Landlord does not deliver possession of the premises on the commencement of the term of this Agreement, rent shall be prorated until such time as Landlord tenders possession. In all other respects this Agreement shall remain in full force and effect and the term shall not be extended. In no event shall Landlord be liable to Resident for damages caused by failure to deliver possession of the premises. If possession of the premises is not tendered within 10 days of the commencement of the term of this Agreement, Resident may terminate this Agreement by giving written notice to Landlord, and any monies paid by Resident to Landlord shall be refunded to Resident. CONDITION OF PREMISES AND ALTERATIONS You accept the apartment, fixtures, and furniture as is, except for conditions materially affecting the health or safety of ordinary persons. We disclaim all implied warranties. You shall maintain the premises in good, clean and tenantable condition throughout the tenancy. You agree not to alter, damage, or remove our property, including alarm systems, smoke detectors, furniture, telephone and cable TV wiring, screens, locks, and security devices. You may not paint or make any permanent alteration without our written consent. Resident will inspect the Premises. Except as hereinafter provided, Premises with the Premises, shall be delivered leasing agent prior to moving in and accepted by Tenant, will acknowledge that it is in its present good condition As Is, Where Is, with all faults and without representation, warranty or guaranty at the commencement of any kind by Landlord to Tenantthis agreement, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding as otherwise indicated on the foregoing, prior to the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door to Property Condition Report (attach form as required by RCW 59.18.260). Resident shall maintain the Premises in a location clean and orderly condition, including but not limited to be mutually agreed upon by Landlord appliances, plumbing, floor coverings, and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined all personal property provided by Landlord; provided, however, that if Landlord is delayed in completing throughout the term of this Agreement and upon surrendering the premises to Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord Resident will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing bear the cost of construction, insurance any cleaning or taxes repair performed by Landlord to restore the premises to the condition indicated on the Building or attached Property Condition Report, except for wear resulting from ordinary use of Landlord's services called the Premises. Resident is responsible for rent lost by Section 5.1 unless Tenant first gives assurances acceptable Landlord while performing repairs and/or cleaning because of failure to Landlord that such readaptation comply with the foregoing. The Property Condition Report which Resident acknowledges which will be made prior completed at lease commencement, will be used to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment determine the refund of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes and additions shall be part of the Building except such items as by writing deposit at the time of approval the parties agree either shall be removed by Tenant on termination end of this Lease, or shall be removed or left at Tenant's electiontenancy.

Delivery of Premises. The Premises shall be made available to Tenant acknowledges that ▇▇▇▇▇▇ for commencement of the Work from and after the Commencement Date, provided Tenant has had an opportunity first obtained such Permits (Site Permits or Construction Permits, as the case may be) as are necessary for commencement of the applicable Work, executed and delivered the necessary construction contracts, established the construction disbursing escrow and delivered to inspect Landlord the Premisesinsurance certificates, contract assignments, consents and bonds provided for in Section 4(e). Except as hereinafter provided, Prior to commencing any Work on or at the Premises, Tenant, at Tenant's sole risk, cost and expense, shall cause a resubdivision plat and revised legal description of the Premises to be prepared by a licensed Missouri surveyor in accordance with ATTACHMENT B and submitted to Landlord for Landlord's review and approval, which approval shall not be unreasonably withheld. The legal description of the Premises shall become ATTACHMENT E to this Lease. The resubdivision plat shall be delivered sufficient to and accepted by Tenant, in its present condition As Is, Where Is, with all faults and without representation, warranty or guaranty of any kind by enable Landlord to cause the Premises to be lawfully subdivided from the Adjacent Parcel and shall be consistent with Tenant's contemplated ingress and egress by the public to the Project and Tenant's access to service roads and work areas as shown on the Project design plans and renderings. Landlord agrees to cooperate fully with Tenant in connection with Tenant's preparation of the legal descriptions and resubdivision plat, but at no out-of-pocket or third-party cost or expense to Landlord, except that Landlord represents and warrants to Tenant that base Building systems are currently in good operating condition and repair, Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall, at Landlord's sole cost, steam clean the carpeting located in the Premises and install a Building standard entryway door to the Premises in a location to be mutually agreed upon by Landlord and Tenant ("Landlord's Work"). The Premises shall be deemed ready for occupancy upon substantial completion of Landlord's Work as reasonably determined by Landlord; provided, however, that if Landlord is delayed in completing Landlord's Work as a result of the action or inaction of Tenant, the Premises shall be deemed ready for occupancy on the Scheduled Term Commencement Date. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing bear the cost of constructionany surveying of the Adjacent Parcel required to effect the resubdivision and any other resubdivision costs allocable to the Adjacent Parcel, insurance or taxes with any such allocation between Tenant and Landlord to be based on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion relative size of the Premises or parcels unless the Building. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electioncost in question relates solely to one parcel.