Common use of Delivery and Acceptance of the Premises Clause in Contracts

Delivery and Acceptance of the Premises. 5.1 Landlord shall have completed Landlord's Work and delivered the Premises to Tenant, and Tenant shall be required to accept the Premises, only after all of the following conditions are satisfied, provided, however, that items (e) and (f) below (collectively, the "POST-COMMENCEMENT DATE WORK") shall not be required to be completed until forty-five (45) days after the Commencement Date, provided Landlord has commenced such work as of the Commencement Date, and, in the reasonable judgment of Landlord's architects, Landlord is able to complete such work within such forty-five (45) day period, and Tenant shall accept the Premises subject to completion of such items (e) and (f): (a) Landlord's Work has been substantially completed as verified by mutual inspection by Landlord and Tenant pursuant to Paragraph 5.2 below. (b) Landlord has provided Tenant with a certificate of occupancy or local equivalent issued by the appropriate authority, certifying that the base building complies with all applicable laws, provided, however, that if such a certificate of occupancy is customarily issued only once Tenant's Work is completed, then the condition of obtaining a certificate of occupancy for the shell of the building shall be waived by Tenant. (c) Landlord has approved Tenant's Plans. (d) Landlord has delivered to Tenant the Square Footage Certificate. (e) Landlord has delivered to Tenant all of the written warranties required under Paragraph 11.2 below. (f) Landlord has completed the building facade (exclusive of such tenant's signage and canopy) for the other tenant in the building in which the Premises is located. (g) Landlord has performed any improvements to the Common Areas (as defined in Paragraph 9.1) which are required as a condition to obtaining required approvals from the City of Chico for Landlord's Work including, without limitation, any required utility relocations, at a cost not to exceeds $100,000.00. If the cost of such improvements exceed $100,000.00 Landlord may terminate this Lease upon ten (10) days written notice to Tenant together with evidence of such costs and, unless Tenant notifies Landlord within such ten (10) day period that Tenant elects to reimburse Landlord for such costs in excess of $100,000, this Lease shall terminate and have no further force or effect, provided, however, that Landlord shall reimburse Tenant for any actual out-of-pocket architectural fees, not to exceed $50,000, incurred by Tenant to prepare Tenant's plans and specifications within ten (10) days of Tenant's submission of a xxxx therefor. 5.2 When Landlord considers Landlord's Work to be substantially complete, it shall notify Tenant of same in writing, together with a request that Tenant notify Landlord of any item which shall materially interfere with or prevent the commencement of Tenant's Work. Within ten (10) days of receipt of Landlord's notice, Tenant and Landlord shall make an inspection to determine whether Landlord's Work is substantially complete. If Tenant's inspection discloses any item which, in Tenant's reasonable judgment, shall materially interfere with or prevent the commencement of Tenant's Work, Tenant shall provide Landlord with written notice thereof within said ten (10) day period and Landlord shall correct such items before Landlord's Work shall be deemed substantially complete. Within three (3) business days after Tenant's acceptance of the Premises, Landlord shall change into Tenant's name all utilities exclusively serving the Premises. 5.3 In the event Tenant accepts the Premises notwithstanding Landlord's obligation to correct or complete any items under Paragraph 5.1 (a) of which Landlord received written notice within the period required under Paragraph 5.2, Landlord shall complete said items within thirty (30) days after Tenant's inspection under Paragraph 5.2 above. Tenant's acceptance of the Premises shall not in any

Delivery and Acceptance of the Premises. 5.1 Landlord shall have completed Landlord's Work and delivered deliver possession of the Leased Premises to TenantTenant on the Commencement Date in broom-clean condition, and with the Landlord’s Work substantially completed and all Building and operating systems and components thereof in good working order and repair, including, but not limited to, the roof, the roof membrane, heating, ventilation, and air conditioning (“HVAC”), electrical, plumbing, lighting, life safety and landscaping. Except as expressly set forth in this Article 2 to the contrary, by taking possession of the Leased Premises, Tenant shall be required conclusively deemed to accept have accepted the PremisesLeased Premises in their then-existing “As-Is” condition. Latent defects (which shall be warranted by Landlord, only after all of and which exception shall be effective for a one (1) year period following the following conditions date the Leased Premises are satisfiedready for occupancy) are excepted from the preceding sentence. Notwithstanding the foregoing, provided, however, Landlord represents to Tenant that items (e) and (f) below (collectively, the "POST-COMMENCEMENT DATE WORK") shall not be required to be completed until forty-five (45) days after the Commencement Date, provided Landlord has commenced such work as of the Commencement DateDate the Property, and, in Building and the reasonable judgment Leased Premises are to the best of Landlord's architects’s actual knowledge in compliance with local, state and federal laws, regulations and ordinances, including, but not limited to, the Americans with Disabilities Act. If for any reason other than delay caused by Tenant, its agents, employees or consultants, Landlord is able unable to complete such work within such forty-five (45) day perioddeliver possession of the Premises to Tenant by July 1, and 2010 with Landlord’s Work substantially completed, Tenant shall accept have the Premises subject exclusive option to completion of such items (e) and (f): (a) Landlord's Work has been substantially completed as verified by mutual inspection by Landlord and Tenant pursuant to Paragraph 5.2 below. (b) Landlord has provided Tenant with a certificate of occupancy or local equivalent issued by the appropriate authority, certifying that the base building complies with all applicable laws, provided, however, that if such a certificate of occupancy is customarily issued only once Tenant's Work is completed, then the condition of obtaining a certificate of occupancy for the shell of the building shall be waived by Tenant. (c) Landlord has approved Tenant's Plans. (d) Landlord has delivered to Tenant the Square Footage Certificate. (e) Landlord has delivered to Tenant all of the written warranties required under Paragraph 11.2 below. (f) Landlord has completed the building facade (exclusive of such tenant's signage and canopy) for the other tenant in the building in which the Premises is located. (g) Landlord has performed any improvements to the Common Areas (as defined in Paragraph 9.1) which are required as a condition to obtaining required approvals from the City of Chico for Landlord's Work including, without limitation, any required utility relocations, at a cost not to exceeds $100,000.00. If the cost of such improvements exceed $100,000.00 Landlord may terminate this Lease upon ten (10) days by providing written notice to Tenant together with evidence of Landlord by July 10, 2010, and in such costs andevent neither party shall have any further obligations to the other under this Lease. In the latter event, unless Tenant notifies Landlord within such ten (10) day period that Tenant elects to reimburse Landlord for such costs in excess of $100,000, this Lease shall terminate any Prepaid Rent and have no further force or effect, provided, however, that Landlord shall reimburse Tenant for any actual out-of-pocket architectural fees, not to exceed $50,000, incurred by Tenant to prepare Tenant's plans and specifications within ten (10) days of Tenant's submission of a xxxx therefor. 5.2 When Landlord considers Landlord's Work to be substantially complete, it shall notify Tenant of same in writing, together with a request that Tenant notify Landlord of any item which shall materially interfere with or prevent the commencement of Tenant's Work. Within ten (10) days of receipt of Landlord's notice, Tenant and Landlord shall make an inspection to determine whether Landlord's Work is substantially complete. If Tenant's inspection discloses any item which, in Tenant's reasonable judgment, shall materially interfere with or prevent the commencement of Tenant's Work, Tenant shall provide Landlord with written notice thereof within said ten (10) day period and Landlord shall correct such items before Landlord's Work Security Deposit shall be deemed substantially complete. Within three (3) business days after immediately returned to Tenant's acceptance of the Premises, Landlord shall change into Tenant's name all utilities exclusively serving the Premises. 5.3 In the event Tenant accepts the Premises notwithstanding Landlord's obligation to correct or complete any items under Paragraph 5.1 (a) of which Landlord received written notice within the period required under Paragraph 5.2, Landlord shall complete said items within thirty (30) days after Tenant's inspection under Paragraph 5.2 above. Tenant's acceptance of the Premises shall not in any

Delivery and Acceptance of the Premises. 5.1 Tenant currently occupies the 6th Floor Premises as a subtenant of Interior Systems, Inc., a Wisconsin corporation (as the sublandord). Accordingly, as of the Commencement Date (for the 6th Floor Premises), Landlord shall be deemed to have completed Landlord's Work and delivered the Premises to Tenant, and Tenant shall be required to accept the Premises, only after all of the following conditions are satisfied, provided, however, that items (e) and (f) below (collectively, the "POSTin is As-COMMENCEMENT DATE WORK") shall not be required to be completed until forty-five (45) days after the Commencement Date, provided Landlord has commenced such work as of the Commencement Date, and, in the reasonable judgment of Landlord's architects, Landlord is able to complete such work within such forty-five (45) day period, and Tenant shall accept the Premises subject to completion of such items (e) and (f): (a) Landlord's Work has been substantially completed as verified by mutual inspection by Landlord and Tenant pursuant to Paragraph 5.2 below. (b) Landlord has provided Tenant with a certificate of occupancy or local equivalent issued by the appropriate authority, certifying that the base building complies with all applicable laws, provided, however, that if such a certificate of occupancy is customarily issued only once Tenant's Work is completed, then the condition of obtaining a certificate of occupancy for the shell of the building shall be waived by Tenant. (c) Landlord has approved Tenant's Plans. (d) Landlord has delivered to Tenant the Square Footage Certificate. (e) Landlord has delivered to Tenant all of the written warranties required under Paragraph 11.2 below. (f) Landlord has completed the building facade (exclusive of such tenant's signage and canopy) for the other tenant in the building in which the Premises is located. (g) Landlord has performed any improvements to the Common Areas (as defined in Paragraph 9.1) which are required as a condition to obtaining required approvals from the City of Chico for Landlord's Work including, without limitation, any required utility relocations, at a cost not to exceeds $100,000.00. If the cost of such improvements exceed $100,000.00 Landlord may terminate this Lease upon ten (10) days written notice to Tenant together with evidence of such costs and, unless Tenant notifies Landlord within such ten (10) day period that Tenant elects to reimburse Landlord for such costs in excess of $100,000, this Lease shall terminate and have no further force or effect, provided, however, that Landlord shall reimburse Tenant for any actual out-of-pocket architectural fees, not to exceed $50,000, incurred by Tenant to prepare Tenant's plans and specifications within ten (10) days of Tenant's submission of a xxxx therefor. 5.2 When Landlord considers Landlord's Work to be substantially complete, it shall notify Tenant of same in writing, together with a request that Tenant notify Landlord of any item which shall materially interfere with or prevent the commencement of Tenant's Work. Within ten (10) days of receipt of Landlord's notice, Tenant and Landlord shall make an inspection to determine whether Landlord's Work is substantially complete. If Tenant's inspection discloses any item which, in Tenant's reasonable judgment, shall materially interfere with or prevent the commencement of Tenant's Work, Tenant shall provide Landlord with written notice thereof within said ten (10) day period and Landlord shall correct such items before Landlord's Work shall be deemed substantially completeIs condition. Within three (3) business days after the mutual execution and delivery of this Lease, Landlord shall deliver the 12th Floor Premises to Tenant in its As-Is condition, broom clean and free of tenancies, ready for Tenant's acceptance ’s use and occupancy thereof in accordance with this Lease. By remaining in possession of, or entering into possession of, as applicable, the Premises or any part thereof as of the Commencement Date (and the 12th Floor Commencement Date for the 12th Floor Premises), Tenant shall be conclusively deemed to have accepted the Premises (as applicable) and to have agreed that Landlord has performed all of its delivery obligations hereunder with respect to the Premises and that the Premises are in satisfactory condition and in full compliance with the requirements of this Lease as of the date of such possession, except for (a) latent defects of which Landlord is notified within one year following Tenant’s occupancy of the Premises, and (b) the minor details of construction, decoration and mechanical adjustments which do not materially interfere with Tenant’s use and occupancy of the Premises for their intended purpose. Landlord shall change into Tenant's name all utilities exclusively serving the Premises. 5.3 In the event Tenant accepts the Premises notwithstanding Landlord's obligation have no responsibility to correct or complete liability with respect to any items under Paragraph 5.1 (a) of which Landlord received written notice within the period required under Paragraph 5.2, Landlord shall complete said items within thirty (30) days after Tenant's inspection under Paragraph 5.2 above. Tenant's acceptance latent defects in any portion of the Premises Tenant Improvements installed by a contractor of Tenant, if any, but shall not be responsible for repair of or liable for latent defects in anythe core and shell of the Building and in the Tenant Improvements installed by Landlord or Landlord’s contractors, subject to all applicable statutes of limitation. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Project for the conduct of Tenant’s business.