Common use of Adjustment of Commencement Date; Possession Clause in Contracts

Adjustment of Commencement Date; Possession. (a) Landlord anticipates delivering possession of the Premises to Tenant on April 1, 2018. Notwithstanding the foregoing, Landlord’s failure to deliver possession of the Premises to Tenant by such date for reasons outside Landlord’s reasonable control, including, without limitation, the holding over in possession of the Premises or any portion thereof by the current occupant thereof, shall not affect the enforceability of this Lease, or subject Landlord to any liability to Tenant for damage or be deemed a default by Landlord of its obligations under the Lease. (b) If the Commencement Date is not a fixed date, the provisions of this Section 3.01(b) shall apply. A form of premises acceptance letter is attached as Exhibit D (the “Premises Acceptance Letter”). Promptly after the determination of the Commencement Date, and prior to Tenant being permitted to move Tenant’s Property (defined in Section 14 below) into the Premises, Tenant shall execute and deliver to Landlord a completed Premises Acceptance Letter, provided Landlord has prepared and furnished the same to Tenant. In addition, Tenant hereby designates Xxxxx Xxxxx as the party authorized to execute the Premises Acceptance Letter on Tenant’s behalf. 3.02. The Premises are accepted by Tenant in “as is” condition and configuration, without any representations or warranties by Landlord or any party acting on Landlord’s behalf, except as expressly set forth in this Lease. On the Premises Delivery Date, (i) the HVAC systems, electrical systems and plumbing systems serving the Premises, and the HVAC systems, electrical systems and plumbing systems serving the common areas serving the Premises shall be in good working order, (ii) the structure of the Premises (exterior walls, exterior windows, floor slabs, columns and other base building elements) shall be structurally sound and in water tight condition, and (iii) all personal property of the prior tenant shall be removed. Tenant’s failure to notify Landlord of any failure to deliver the Premises in the condition required by this Lease within fifteen (15) Business Days after the Premises Delivery Date shall be construed as Tenant’s agreement that the Premises are in good order and satisfactory condition as delivered. Subject to the foregoing, by taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition and that Landlord has no obligation to perform any work in the Premises, the Building or the Property or otherwise prepare the Premises for Tenant’s occupancy. Landlord shall not be liable for, and the validity of this Lease shall not be impaired by, a failure to deliver possession of the Premises or any other space due to the holdover or continued wrongful possession of such space by another party, provided, however, Landlord shall use reasonable efforts to obtain possession of any such space. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. Provided that Tenant has delivered to Landlord the Security Deposit, the installment of Base Rent due for the 2nd full calendar month of the Term, and evidence of the insurance required of Tenant hereunder, Landlord shall permit Tenant to have access to the Premises on the Premises Delivery Date for the sole purpose of performing, in accordance with the terms of this Lease (including, without limitation, Section 9.03 hereof), the Initial Alterations and, to the extent permitted by applicable Law, installing furniture, equipment and other personal property. If Tenant takes possession of or enters the Premises before the Commencement Date, Tenant shall pay for all services requested by Tenant other than freight elevator and loading dock usage and Tenant shall be subject to the terms and conditions of this Lease; provided, however, Tenant shall not be required to pay any Base Rent, Tax Rent or Expense Rent for any entry or possession before the Commencement Date during which Tenant, with Landlord’s approval, has entered, or is in possession of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. (a) Landlord anticipates delivering possession 3.01 At Landlord’s request, with respect to each of the Initial Premises to and Building 5, Landlord and Tenant on April 1, 2018. Notwithstanding shall enter into a commencement letter agreement in the foregoing, Landlord’s failure to deliver possession of the Premises to Tenant by such date for reasons outside Landlord’s reasonable control, including, without limitation, the holding over in possession of the Premises or any portion thereof by the current occupant thereof, shall not affect the enforceability of this Lease, or subject Landlord to any liability to Tenant for damage or be deemed a default by Landlord of its obligations under the Lease. (b) If the Commencement Date is not a fixed date, the provisions of this Section 3.01(b) shall apply. A form of premises acceptance letter is attached as Exhibit D (the “Premises Acceptance Letter”). Promptly after the determination of the Commencement Date, and prior to Tenant being permitted to move Tenant’s Property (defined in Section 14 below) into the Premises, Tenant shall execute and deliver to Landlord a completed Premises Acceptance Letter, provided Landlord has prepared and furnished the same to Tenant. In addition, Tenant hereby designates Xxxxx Xxxxx as the party authorized to execute the Premises Acceptance Letter on Tenant’s behalf.D. 3.02. 3.02 The Premises are accepted by Tenant in “as is” condition and configuration, configuration without any representations or warranties by Landlord or any party acting on Landlord’s behalf, except as expressly set forth in this Lease. On the Premises Delivery Date, (i) the HVAC systems, electrical systems and plumbing systems serving the Premises, and the HVAC systems, electrical systems and plumbing systems serving the common areas serving the Premises shall be in good working order, (ii) the structure of the Premises (exterior walls, exterior windows, floor slabs, columns and other base building elements) shall be structurally sound and in water tight condition, and (iii) all personal property of the prior tenant shall be removed. Tenant’s failure to notify Landlord of any failure to deliver the Premises in the condition required by this Lease within fifteen (15) Business Days after the Premises Delivery Date shall be construed as Tenant’s agreement that the Premises are in good order and satisfactory condition as delivered. Subject to the foregoing, by By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition condition. Tenant hereby acknowledges and agrees that Tenant is currently in possession of Building 6 and Building 7 pursuant to the terms of that certain lease dated March 8, 1995 by and between Tenant and Landlord’s predecessor-in-interest, WRC Properties, Inc. (the “Prior Lease”). Landlord has no obligation shall make commercially reasonable efforts to perform any work in the Premisesdeliver possession of Building 5 to Tenant on or before November 1, the Building or the Property or otherwise prepare the Premises for Tenant’s occupancy2004. Landlord shall not be liable for, and the validity of this Lease shall not be impaired by, for a failure to deliver possession of the Premises Building 5 or any other space due to the holdover or continued wrongful unlawful possession of such space by another party, provided, however, however Landlord shall use reasonable reasonably diligent efforts to obtain possession of any such the space. Except as otherwise provided in this LeaseNotwithstanding the foregoing, Tenant shall if Landlord has not be permitted to take delivered possession of Building 5 on or enter before January 1, 2005 (the Premises prior “Required Delivery Date”), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Commencement Required Delivery Date; and (ii) the date Landlord delivers possession of Building 5 to Tenant. In such event, this Lease shall be deemed null and void and of no further force and effect and the parties hereto shall have no further responsibilities or obligations to each other. Landlord and Tenant acknowledge and agree that the Required Delivery Date without shall be postponed by the number of days Landlord’s permission. Provided that Tenant has delivered to Landlord the Security Deposit, the installment delivery of Base Rent due for the 2nd full calendar month of the Term, and evidence of the insurance required of Tenant hereunder, Landlord shall permit Tenant to have access to the Premises on the Premises Delivery Date for the sole purpose of performing, in accordance with the terms of this Lease (including, without limitation, Section 9.03 hereof), the Initial Alterations and, to the extent permitted by applicable Law, installing furniture, equipment and other personal property. If Tenant takes possession of or enters the Premises before the Commencement Date, Tenant shall pay for all services requested by Tenant other than freight elevator and loading dock usage and Tenant shall be subject Building 5 is delayed due to the terms and conditions events of this Lease; provided, however, Tenant shall not be required to pay any Base Rent, Tax Rent or Expense Rent for any entry or possession before the Commencement Date during which Tenant, with Landlord’s approval, has entered, or is in possession of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertyForce Majeure.

Adjustment of Commencement Date; Possession. (a) 3.01 Notwithstanding anything to the contrary in Section 1.06 above, any failure of Landlord anticipates delivering possession to cause the Actual Delivery Date for all or any portion of the Premises to Tenant on April 1, 2018. Notwithstanding the foregoing, Landlord’s failure to deliver possession of the Premises to Tenant by such date for reasons outside Landlord’s reasonable control, including, without limitation, the holding over in possession of the Premises or any portion thereof occur by the current occupant thereof, Target Delivery Date (or by any other date) shall not affect the enforceability of this Lease, or subject Landlord to any liability to Tenant for damage or be deemed a default by Landlord of its obligations under the Lease. (b) If the Commencement Date is not a fixed dateor, the provisions of this except as expressly provided in Section 3.01(b) shall apply. A form of premises acceptance letter is attached as Exhibit D (the “Premises Acceptance Letter”)3.03 below, otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and prior to Tenant being permitted to move Tenant’s Property (defined in Section 14 below) into the Premises, Tenant shall execute and deliver to Landlord a completed Premises Acceptance Lettercommencement letter in the form attached as Exhibit D. 3.02 Except as otherwise expressly provided in this Lease, provided Landlord has prepared and furnished the same to Tenant. In addition, Tenant hereby designates Xxxxx Xxxxx as the party authorized to execute the Premises Acceptance Letter on Tenant’s behalf. 3.02. The Premises are accepted by Tenant in “as is” condition and configuration, configuration without any representations or warranties by Landlord or any party acting on Landlord’s behalf, except as expressly set forth in this Lease. On the Premises Delivery Date, (i) the HVAC systems, electrical systems and plumbing systems serving the Premises, and the HVAC systems, electrical systems and plumbing systems serving the common areas serving the Premises shall be in good working order, (ii) the structure of the Premises (exterior walls, exterior windows, floor slabs, columns and other base building elements) shall be structurally sound and in water tight condition, and (iii) all personal property of the prior tenant shall be removed. Tenant’s failure to notify Landlord of any failure to deliver the Premises in the condition required by this Lease within fifteen (15) Business Days after the Premises Delivery Date shall be construed as Tenant’s agreement that the Premises are in good order and satisfactory condition as delivered. Subject to the foregoing, by By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition, except for any defects in such condition and that for which Landlord has no obligation to perform any work in the Premises, the Building or the Property or otherwise prepare the Premises for Tenant’s occupancy. Landlord shall not be liable for, and the validity of is expressly responsible under this Lease shall and which cannot reasonably be impaired by, a failure to deliver possession of the Premises or any other space due to the holdover or continued wrongful possession of such space discovered by another party, provided, however, Landlord shall use reasonable efforts to obtain possession of any such space. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. Provided that Tenant has delivered to Landlord the Security Deposit, the installment of Base Rent due for the 2nd full calendar month of the Term, and evidence of the insurance required of Tenant hereunder, Landlord shall permit Tenant to have access to the Premises on the Premises Delivery Date for the sole purpose of performing, in accordance with the terms of this Lease (including, without limitation, Section 9.03 hereof), the Initial Alterations and, to the extent permitted by applicable Law, installing furniture, equipment and other personal propertyvisual inspection. If Tenant takes possession of or enters the Premises before the Commencement Date, Tenant shall pay for all services requested by Tenant other than freight elevator and loading dock usage and Tenant such possession shall be subject to the terms and conditions of this Lease; providedLease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, howeverexcept for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay any Base Rent, Tax Rent or Expense Rent for any entry or days of possession before the Commencement Date during which Tenant, with the approval of Landlord’s approval, has entered, or is in possession of, of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. 3.03 Notwithstanding Section 3.01 above, if, for any portion of the Premises, the Actual Delivery Date is delayed beyond the Outside Delivery Date (defined below) for such portion of the Premises, then Tenant, as its sole and exclusive remedy for such delay, shall be entitled, for each day of such delay, to an abatement of Rent following the Commencement Date in an amount equal to the product of (a) the Applicable Factor (defined in Section 3.05 below), multiplied by (b) the amount of Base Rent that is payable hereunder with respect to such portion of the Premises for the first day of the Term (as determined without regard to any other abatement of Base Rent to which Tenant is entitled hereunder). As used herein, “Outside Delivery Date” shall mean, for each portion of the Premises, October 10, 2006; provided, however, that such Outside Delivery Date shall be postponed by one day for each day, if any, by which the Actual Delivery Date for such portion of the Premises is delayed by reason of any event of Force Majeure (defined in Section 26.03) (but excluding any holdover or unlawful possession by any third party).

Adjustment of Commencement Date; Possession. A. If the Lease Term, Commencement Date and Termination Date are to be determined in accordance with section 1.F.(1) above, the Lease Term shall not commence until the later to occur of the Target Commencement Date and the date that Landlord has substantially completed the work to be performed by Landlord as set forth in the Work Letter Agreement attached hereto as Exhibit D (a“Landlord’s Work”); provided, however, that if Landlord shall be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a “Delay”): (1) Tenant’s failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord anticipates delivering for any approval of information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of such request; or (2) Tenant’s insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or (3) Changes in any plans and specifications requested by Tenant; or (4) The performance or nonperformance by a person or entity employed by or on behalf of Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to prior approval of Landlord); or (5) Any request by Tenant that Landlord delay the completion of any of the Landlord’s Work; or (6) Any breach or default by Tenant in the performance of Tenant’s obligations under this Lease; or (7) Any delay resulting from Tenant’s having taken possession of the Premises for any reason prior to Tenant on April 1, 2018. Notwithstanding substantial completion of the foregoing, Landlord’s failure Work; or (8) Any other delay chargeable to deliver possession Tenant, its agents, employees or independent contractors; then, for purposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord’s Work would have been substantially completed absent any such Delay(s). The Landlord’s Work shall be deemed to be substantially completed on the date that Landlord’s Work has been performed (or would have been performed absent any Delay(s)), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant’s use of the Premises. The adjustment of the Commencement Date and, accordingly, the postponement of Tenant’s obligation to pay Base Rent and other sums due hereunder shall be Tenant’s sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Premises to not being ready for occupancy by Tenant by such date for reasons outside Landlord’s reasonable control, including, without limitation, on the holding over in possession of the Premises or any portion thereof by the current occupant thereof, shall not affect the enforceability of this Lease, or subject Landlord to any liability to Tenant for damage or be deemed a default by Landlord of its obligations under the Lease. (b) If the Target Commencement Date is not a fixed date, the provisions of this Section 3.01(b) shall apply. A form of premises acceptance letter is attached as Exhibit D (the “Premises Acceptance Letter”)Date. Promptly after the determination of the Commencement Date, Landlord and prior Tenant shall enter into a letter agreement (the “Commencement Letter”) on the form attached hereto as Exhibit F, setting forth the Commencement Date, the Termination Date, and any other dates that are affected by the adjustment of the Commencement Date. If this Lease requires Landlord to Tenant being permitted to move Tenantperform Landlord’s Property (defined Work in Section 14 below) into the Premises, Tenant the Commencement Letter shall identify any minor incomplete items of the Landlord’s Work as reasonably determined by Landlord’s architect (the “Punchlist Items”), which Punchlist Items Landlord shall promptly remedy. Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and deliver to Landlord a completed Premises Acceptance Letter, provided Landlord has prepared and furnished return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord may elect, by written notice to Tenant, not to adjust the Commencement Date as provided above if such adjustment would cause Landlord to be in violation of the existing rights granted to any other tenant of the Building. In addition, Tenant hereby designates Xxxxx Xxxxx as If Landlord elects not to adjust the party authorized to execute the Premises Acceptance Letter on Tenant’s behalf. 3.02. The Premises are accepted by Tenant in “as is” condition and configuration, without any representations or warranties by Landlord or any party acting on Landlord’s behalf, except as expressly set forth in this Lease. On the Premises Delivery Commencement Date, (i) the HVAC systems, electrical systems and plumbing systems serving the Premises, and the HVAC systems, electrical systems and plumbing systems serving the common areas serving the Premises shall be in good working order, (ii) the structure of the Premises (exterior walls, exterior windows, floor slabs, columns and other base building elements) shall be structurally sound and in water tight condition, and (iii) all personal property of the prior tenant shall be removed. Tenant’s failure to notify Landlord of any failure to deliver the Premises in the condition required by this Lease within fifteen (15) Business Days after the Premises Delivery Commencement Date shall be construed as Tenantthe Target Commencement Date, provided that Base Rent and Additional Rent shall not commence until the date that Landlord’s agreement that the Premises are in good order and satisfactory condition as delivered. Subject to the foregoing, by Work has been substantially completed (or would have been substantially completed absent any Delays). B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition and that Landlord has no obligation to perform any work in of the Premises, premises or the Building or the Property or otherwise prepare the Premises suitability thereof for Tenant’s occupancy. use. C. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be liable forobligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the validity of this legal right to possession thereof. This Lease shall not be impaired by, a affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. If Landlord is prevented from delivering possession of the Premises or any other space to Tenant due to the holdover or continued wrongful holding over in possession of such space the Premises by another party, provided, howevera tenant or other occupant thereof, Landlord shall use reasonable efforts to obtain regain possession of any such spacethe Premises in order to deliver the same to Tenant. Except If the Lease Term is to be determined pursuant to Section 1.F.(1) hereof, the Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant, in which even the Termination Date shall, at the option of Landlord, correspondingly be postponed on a per diem basis. If the Lease Term is to be determined pursuant to Section 1.F.(1), the Commencement Date and Termination Date shall be determined as otherwise provided in this Lease, Section 3.A. above. D. If Tenant shall not be permitted to take takes possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. Provided that Date, such possession shall be subject to all the terms and conditions of the Lease and Tenant has delivered shall pay Base Rent and Additional Rent to Landlord for each day of occupancy prior to the Security DepositCommencement Date. Notwithstanding the foregoing, the installment of Base Rent due for the 2nd full calendar month of the Term, and evidence of the insurance required of Tenant hereunder, Landlord shall permit Tenant be permitted to have access to the Premises on the Premises Delivery Date for the sole purpose of performing, in accordance with the terms of this Lease fifteen (including, without limitation, Section 9.03 hereof), the Initial Alterations and, 15) days prior to the extent permitted by applicable Law, installing furniture, equipment and other personal property. If Tenant takes possession of or enters the Premises before the Commencement Date, Tenant shall pay for all services requested by Tenant other than freight elevator and loading dock usage and Tenant shall be subject to the terms and conditions of this Lease; provided, however, Tenant shall not be required to pay any Base Rent, Tax Rent or Expense Rent for any entry or possession before the Commencement Date during which Tenant, with Landlord’s prior approval, has entered, or is in possession of, the Premises for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal propertyproperty of Tenant, provided that such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g., electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant’s possession prior to the Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the prior consent of Landlord.

Adjustment of Commencement Date; Possession. (a) Landlord anticipates delivering A. The Lease Term, Commencement Date and Termination Date have been determined in accordance with subsection I.A.4. above. B. By taking possession of the Premises Premises, Tenant is deemed to Tenant on April 1, 2018. Notwithstanding the foregoing, Landlord’s failure to deliver possession of have accepted the Premises and agreed that the Premises is in satisfactory condition, with no representation or warranty by Landlord as to Tenant by such date for reasons outside Landlord’s reasonable control, including, without limitation, the holding over in possession condition of the Premises or any portion the Building or suitability thereof by the current occupant thereof, shall not affect the enforceability of this Lease, or subject Landlord to any liability to Tenant for damage or be deemed a default by Landlord of its obligations under the Lease. (b) If the Commencement Date is not a fixed date, the provisions of this Section 3.01(b) shall apply. A form of premises acceptance letter is attached as Exhibit D (the “Premises Acceptance Letter”). Promptly after the determination of the Commencement Date, and prior to Tenant being permitted to move Tenant’s Property (defined in Section 14 below) into the Premises, Tenant shall execute and deliver to Landlord a completed Premises Acceptance Letter, provided Landlord has prepared and furnished the same to Tenant. In addition, Tenant hereby designates Xxxxx Xxxxx as the party authorized to execute the Premises Acceptance Letter on Tenant’s behalf. 3.02. The Premises are accepted by Tenant in “as is” condition and configuration, without any representations or warranties by Landlord or any party acting on Landlord’s behalf, 's use except as expressly set forth in this Lease. On Notwithstanding the Premises Delivery Dateforegoing, (i) should Tenant elect to have Landlord remove the existing HVAC systems, electrical systems and plumbing systems serving system from within the Premises, and the HVAC systems, electrical systems and plumbing systems serving the common areas serving the Premises shall be in good working order, (ii) the structure of the Premises (exterior walls, exterior windows, floor slabs, columns and other base building elements) shall be structurally sound and in water tight condition, and (iii) all personal property of the prior tenant shall be removed. Tenant’s failure to notify Landlord of any failure to deliver the Premises in the condition required by this Lease within fifteen (15) Business Days after the Premises Delivery Date shall be construed as Tenant’s agreement that the Premises are in good order and satisfactory condition as delivered. Subject to the foregoing, by taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition and that Landlord has no obligation to perform any work in the Premises, the Building or the Property or otherwise prepare the Premises for Tenant’s occupancy. Landlord shall not be liable for, and the validity perform such removal in a diligent manner promptly following execution of this Lease shall not be impaired by, a failure at no cost or expense to deliver possession of the Premises or any other space due Tenant. C. Inasmuch as Tenant plans to the holdover or continued wrongful possession of such space by another party, provided, however, Landlord shall use reasonable efforts to obtain possession of any such space. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter perform its Initial Leasehold Improvements within the Premises prior to the Commencement Date without Landlord’s permission. Provided that Tenant has delivered to Landlord the Security DepositDate, the installment of Base Rent due for the 2nd full calendar month such possession of the Term, and evidence of the insurance required of Tenant hereunder, Landlord shall permit Tenant to have access to the Premises on the Premises Delivery Date for the sole purpose of performing, in accordance with the terms of this Lease (including, without limitation, Section 9.03 hereof), the Initial Alterations and, to the extent permitted by applicable Law, installing furniture, equipment and other personal property. If Tenant takes possession of or enters the Premises before the Commencement Date, Tenant shall pay for all services requested by Tenant other than freight elevator and loading dock usage and Tenant shall be subject to all the terms and conditions of this the Lease; provided, with the understanding, however that no Base Rental nor Additional Base Rental shall be payable to Landlord prior to the Commencement Date. Tenant shall, however, be liable for the cost of any services (e.g. utilities or HVAC or access requirements) (recognizing that there shall be no special charge for use of the freight or loading dock of the Building during Normal Business Hours) that are requested by Tenant shall not be required or are provided by Landlord to pay any Base Rent, Tax Rent the Premises or Expense Rent for any entry or within the Building as a result of Tenant's activities during the period of Tenant's possession before of the Premises prior to the Commencement Date during which TenantDate. The initial charge by Landlord for overtime services in order to enable Tenant to access such areas shall be $75.00 per hour, with Landlord’s approval, has entered, or is in possession of, the Premises for the sole purpose a minimum of performing improvements or installing furniture, equipment or other personal property.four (4)

Adjustment of Commencement Date; Possession. (a) Landlord anticipates delivering possession of the Premises to Tenant on April 1, 2018. Notwithstanding the foregoing, Landlord’s failure to deliver possession of the Premises to Tenant by such date for reasons outside Landlord’s reasonable control, including, without limitation, the holding over in possession of the Premises or any portion thereof by the current occupant thereof, shall not affect the enforceability of this Lease, or subject Landlord to any liability to Tenant for damage or be deemed a default by Landlord of its obligations under the Lease. (b) If the Commencement Date is not a fixed date, the provisions of this Section 3.01(b) shall apply. 3.01 A form of premises acceptance letter is attached as Exhibit D (the “"Premises Acceptance Letter”"). Promptly after the determination of the Premises 2 Commencement Date, Landlord and prior to Tenant being permitted to move Tenant’s Property (defined in Section 14 below) into the Premises, Tenant shall execute and deliver a Premises 2 Acceptance Letter specifying the dates referenced therein. Xxxxxx's failure to Landlord a completed execute and return the Premises 2 Acceptance Letter, provided Landlord has prepared and furnished or to provide written objection to the same to Tenant. In addition, Tenant hereby designates Xxxxx Xxxxx as the party authorized to execute statements contained in the Premises 2 Acceptance Letter, within 30 days after the date of the Premises 2 Acceptance Letter on Tenant’s behalfshall be deemed an approval by Tenant of the statements contained therein. 3.02. 3.02 The Premises are accepted by Tenant in “"as is” " condition and configuration, configuration without any representations or warranties by Landlord or any party acting on Landlord’s 's behalf, except as expressly set forth in this Lease. On the Premises Delivery Date, (i) the HVAC systems, electrical systems and plumbing systems serving the Premises, and the HVAC systems, electrical systems and plumbing systems serving the common areas serving the Premises shall be in good working order, (ii) the structure of the Premises (exterior walls, exterior windows, floor slabs, columns and other base building elements) shall be structurally sound and in water tight condition, and (iii) all personal property of the prior tenant shall be removed. Tenant’s failure to notify Landlord of any failure to deliver the Premises in the condition required by this Lease within fifteen (15) Business Days after the Premises Delivery Date shall be construed as Tenant’s agreement that the Premises are in good order and satisfactory condition as delivered. Subject to the foregoing, by By taking possession of the Premises, Tenant Xxxxxx agrees that the Premises are in good order and satisfactory condition and that Landlord has no obligation to perform any work in the Premises, the Building or the Property or otherwise prepare the Premises for Tenant’s 's occupancy, except as otherwise provided for in this Lease. Landlord shall not be liable for, and the validity of this Lease shall not be impaired by, a failure to deliver possession of the Premises or any other space due to the holdover or continued wrongful possession of such space by another party, provided, however, Landlord shall use reasonable efforts to obtain possession of any such space. In such event, if the Commencement Date for the Premises or the commencement date for such other space is a fixed date, such date shall be postponed until the date Landlord delivers possession of such space to Tenant free from occupancy by any party. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s 's permission. Provided that Tenant has delivered shall have the right to Landlord enter the Security Deposit, the installment of Base Rent due for the 2nd full calendar month of the Term, and evidence of the insurance required of Tenant hereunder, Landlord shall permit Tenant to have access to the Premises on the Premises Delivery Date for the sole purpose of performing, in accordance with the terms of this Lease (including, without limitation, Section 9.03 hereof), the Initial Alterations and, to the extent permitted by applicable Law, installing furniture, equipment and other personal property. If Tenant takes possession of or enters the Warehouse/Office Premises before the Commencement Date, Tenant shall pay for all services requested by Tenant other but no earlier than freight elevator and loading dock usage and October 1, 2022 (the "Early Access Period"). During the Early Access Period, Tenant shall be subject to the terms and conditions of this Lease; provided, including, without limitation, the obligation to maintain the required insurance, however, Tenant shall not be required to pay any Base Rent, Tax Rent or Expense Rent for any entry or possession before the Commencement Date Early Access Period during which Tenant, with Landlord’s 's approval, has entered, or is in possession of, the Warehouse/Office Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.