Common use of Delivery of Expansion Premises Clause in Contracts

Delivery of Expansion Premises. Landlord shall tender possession of the Expansion Premises to Tenant promptly following the waiver by Tenant of the contingency set forth above in Paragraph 6 (the “Waiver Date”); provided, however such tender of possession of the Expansion Premises shall not include Suites 32, 81, 82, 83 and 84 (the “Exception Suites”) within the Expansion Premises Building. Landlord shall tender possession of the Exception Suites to Tenant in grey shell condition as more fully described in Exhibit “D” hereto on or before the date that is one hundred twenty-five (125) days after the Waiver Date. No representations, inducements, understanding or anything of any nature whatsoever, made, stated or represented by Landlord or anyone acting for or on Landlord’s behalf, either orally or in writing, have induced Tenant to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant has entered into this Amendment under and by virtue of Tenant’s own independent investigation. Except for Landlord’s representation and warranties in this Amendment or the Lease, Tenant hereby shall accept the Expansion Premises (except the Exception Suites) in its current “as is” and “where is” condition without warranty of any kind, express or implied, including, without limitation, any warranty as to title, physical condition or the presence or absence of Hazardous Materials, and if the Expansion Premises (except the Exception Suites) are not in all respects entirely suitable for the use or uses to which the Expansion Premises or any part thereof will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Expansion Premises (except the Exception Suites) in a condition entirely suitable for such use or uses. IN CONNECTION WITH THE ABOVE, TENANT HEREBY ACKNOWLEDGES AND REPRESENTS TO LANDLORD THAT TENANT HAS HAD AMPLE OPPORTUNITY TO INSPECT AND EVALUATE THE EXPANSION PREMISES AND THE FEASIBILITY OF THE USES AND ACTIVITIES TENANT IS ENTITLED TO CONDUCT THEREON; THAT TENANT IS EXPERIENCED; THAT TENANT WILL RELY ENTIRELY ON TENANT’S EXPERIENCE, EXPERTISE AND ITS OWN INSPECTION OF THE EXPANSION PREMISES IN ITS CURRENT STATE IN PROCEEDING WITH THIS AMENDMENT (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES); TENANT ACCEPTS THE EXPANSION PREMISES IN ITS PRESENT CONDITION (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES), AND THAT, TO THE EXTENT THAT TENANT’S OWN EXPERIENCE WITH RESPECT TO ANY OF THE FOREGOING IS INSUFFICIENT TO ENABLE TENANT TO REACH AND FORM A CONCLUSION, TENANT HAS ENGAGED THE SERVICES OF PERSONS QUALIFIED TO ADVISE TENANT WITH RESPECT TO SUCH MATTERS. TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN REPRESENTATIONS, OR WARRANTIES MADE BY LANDLORD OR ITS REPRESENTATIVES, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AMENDMENT OR THE LEASE. In this regard, except as set forth in this Amendment, Tenant shall be responsible, at its sole cost and expense for the Expansion Premises Work in accordance with the provisions of the Lease and this Amendment.

Delivery of Expansion Premises. Landlord shall tender possession of use reasonable efforts to deliver the Expansion Premises to Tenant promptly following so that Tenant can occupy the waiver by Expansion Premises for the Permitted Use (“Delivery” or “Deliver”) with (x) all base Building mechanical, electrical and plumbing systems serving the Expansion Premises in good operating condition and repair, and (y) free and clear of all tenants and occupants, on or before the Target Expansion Premises Commencement Date with Landlord’s Work in the Expansion Premises Substantially Completed, subject to Tenant of Delays and Force Majeure delays. If Landlord fails to timely Deliver the contingency set forth above in Paragraph 6 Expansion Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and the Lease and this First Amendment shall not be void or voidable. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Expansion Premises to Tenant (the i) on or before September 1, 2019 (as such date may be extended for Tenant Delays and Force Majeure delays) (“Waiver Initial Expansion Abatement Date”); provided, however such tender of possession of Base Rent payable with respect to the Expansion Premises shall not include Suites 32, 81, 82, 83 be abated 1 day for each day after the Initial Expansion Abatement Date (as such date may be extended for Tenant Delays and 84 (the “Exception Suites”Force Majeure delays) within that Landlord fails to Deliver the Expansion Premises Building. Landlord shall tender possession of the Exception Suites to Tenant in grey shell condition as more fully described in Exhibit “D” hereto Tenant, and (ii) on or before the October 1, 2019 (as such date that is one hundred twenty-five may be extended for Tenant Delays and Force Majeure delays) (125) days after the Waiver “Second Expansion Abatement Date. No representations”), inducements, understanding or anything of any nature whatsoever, made, stated or represented by Landlord or anyone acting for or on Landlord’s behalf, either orally or in writing, have induced Tenant Base Rent payable with respect to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant has entered into this Amendment under and by virtue of Tenant’s own independent investigation. Except for Landlord’s representation and warranties in this Amendment or the Lease, Tenant hereby shall accept the Expansion Premises shall be abated 2 days for each day after the Second Expansion Abatement Date (except the Exception Suites) in its current “as is” and “where is” condition without warranty of any kind, express or implied, including, without limitation, any warranty as to title, physical condition or the presence or absence of Hazardous Materials, and if the Expansion Premises (except the Exception Suites) are not in all respects entirely suitable for the use or uses to which the Expansion Premises or any part thereof will be put, then it is the sole responsibility and obligation of Tenant to take such action as date may be necessary to place the Expansion Premises (except the Exception Suites) in a condition entirely suitable extended for such use or uses. IN CONNECTION WITH THE ABOVE, TENANT HEREBY ACKNOWLEDGES AND REPRESENTS TO LANDLORD THAT TENANT HAS HAD AMPLE OPPORTUNITY TO INSPECT AND EVALUATE THE EXPANSION PREMISES AND THE FEASIBILITY OF THE USES AND ACTIVITIES TENANT IS ENTITLED TO CONDUCT THEREON; THAT TENANT IS EXPERIENCED; THAT TENANT WILL RELY ENTIRELY ON TENANT’S EXPERIENCE, EXPERTISE AND ITS OWN INSPECTION OF THE EXPANSION PREMISES IN ITS CURRENT STATE IN PROCEEDING WITH THIS AMENDMENT (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES); TENANT ACCEPTS THE EXPANSION PREMISES IN ITS PRESENT CONDITION (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES), AND THAT, TO THE EXTENT THAT TENANT’S OWN EXPERIENCE WITH RESPECT TO ANY OF THE FOREGOING IS INSUFFICIENT TO ENABLE TENANT TO REACH AND FORM A CONCLUSION, TENANT HAS ENGAGED THE SERVICES OF PERSONS QUALIFIED TO ADVISE TENANT WITH RESPECT TO SUCH MATTERS. TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN REPRESENTATIONS, OR WARRANTIES MADE BY LANDLORD OR ITS REPRESENTATIVES, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AMENDMENT OR THE LEASE. In this regard, except as set forth in this Amendment, Tenant shall be responsible, at its sole cost Delays and expense for the Expansion Premises Work in accordance with the provisions of the Lease and this Amendment.Force

Delivery of Expansion Premises. Landlord shall tender use reasonable efforts to deliver the Expansion Premises to Tenant on April 1, 2020 in their vacant, “as is” (but broom clean) condition (“Delivery” or “Deliver”). The date on which Landlord Delivers the Expansion Premises to Tenant is referred to as the “Expansion Premises Commencement Date.” Upon request of Landlord, Tenant shall execute and deliver a written acknowledgement of the Expansion Premises Commencement Date when it is established in the form attached hereto as Exhibit B; provided, however, that Tenant’s failure to execute and deliver such acknowledgement shall not affect Landlord’s rights under this First Amendment or the Lease, If Landlord fails to Deliver timely the Expansion Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this First Amendment and the Lease with respect to the Expansion Premises shall not be void or voidable. a. Except as set forth in this First Amendment, if applicable: (i) Tenant shall accept the Expansion Premises in their broom clean condition as of the Expansion Premises Commencement Date, which condition shall be substantially similar in all material respects to the condition of the Expansion Premises as of the Effective Date; (ii) Landlord shall have no obligation for any defects in the Expansion Premises, and (iii) Tenant’s taking possession of the Expansion Premises shall be conclusive evidence that Tenant accepts the Expansion Premises and that the Expansion Premises were in good condition at the time possession was taken. Notwithstanding the provisions of this Section, Tenant shall have a period of 90 days after Landlord’s Delivery of the Expansion Premises to Tenant promptly following the waiver by Tenant to reasonably identify in writing any (A) all or any part of the contingency set forth HVAC and life safety systems serving the Expansion Premises that are not in good working order, and (B) latent defects in the mechanical, electrical, and plumbing systems and the structural components serving the Expansion Premises. For purposes of this paragraph, “latent defects” means those material defects in such systems and/or components that could not have been identified or discovered through a reasonable inspection of such systems or components conducted by a qualified technician. Landlord will promptly repair the items described in clauses (A) and (B) above (subject to Landlord’s reasonable confirmation that such items described in Paragraph 6 clause (A) are not in good working order, and the “Waiver Date”defects described in clause (B) are, in fact, latent defects); provided. b. Neither Landlord nor any of its agents has made any representation or warranty with respect to the condition of all or any portion of the Expansion Premises, however such tender of possession and/or the suitability of the Expansion Premises shall not include Suites 32for the conduct of Tenant’s business, 81, 82, 83 and 84 (the “Exception Suites”) within Tenant waives any implied warranty that the Expansion Premises Buildingare suitable for the Permitted Use. Tenant shall use the Expansion Premises only for the Permitted Use under the Lease in compliance with the provisions of Section 7 of the Lease. c. Landlord shall tender possession have no obligation to perform any work at the Building in connection with Tenant’s occupancy of the Exception Suites Expansion Premises or obtain any permits, approvals, or entitlements related to Tenant’s specific use of the Expansion Premises or Tenant’s business operations therein. d. As of the Effective Date, Landlord is leasing (i) Expansion Premises #1 to [***], and the lease agreement (“[***] Lease”) between Landlord and [***] is scheduled to expire on February 29, 2020, and (ii) Expansion Premises #2 to [***], and the lease agreement (“[***] Lease”) between Landlord and [***] is scheduled to expire on March 31, 2020. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Landlord will be able to Deliver the Expansion Premises to Tenant in grey shell condition as more fully described in Exhibit “D” hereto by the Expansion Premises Commencement Date and that Landlord shall have no obligation or duty to seek the vacation or removal of [***] and [***] from Expansion Premises #1 and Expansion Premises #2, respectively. If Landlord is unable to Deliver the Expansion Premises to Tenant on April 1, 2020 by reason of the failure of [***] and [***] to vacate Expansion Premises #1 and Expansion Premises #2, respectively, by March 31, 2020, the Expansion Premises Commencement Date shall be extended for one day for each day after April 1, 2020 until the date on which the Expansion Premises Commencement Date occurs. To illustrate the operation of this paragraph, assume that Landlord Delivers the Expansion Premises to Tenant on April 10, 2020 because [***] or [***], or both, did not vacate the Expansion Premises until April 9, 2020. Based on that assumption, the Expansion Premises Commencement Date would be extended by 10 calendar days. In addition, if Landlord is unable to Deliver both Expansion Premises #1 and Expansion Premises #2 on or before July 31, 2020, Tenant shall have the date that is one hundred twenty-five (125) days after right to terminate this First Amendment by sending written notice thereof to Landlord by no later than August 31, 2020, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment. If Tenant does not elect to so terminate this First Amendment by August 31, 2020, such right to terminate this First Amendment shall be waived. Notwithstanding any contrary provision in this First Amendment, if Landlord Delivers to Tenant before April 1, 2020 either or both of Expansion Premises #1 and Expansion Premises #2, Tenant shall have immediate access to such premises without an obligation to pay Base Rent during such access before April 1, 2020. Tenant, however, shall pay, as Additional Rent, the Waiver Date. No representations, inducements, understanding or anything cost of any nature whatsoeverutilities consumed therein for the period before April 1, made2020. Before any such access, stated or represented by Tenant shall provide to Landlord or anyone acting for or on Landlord’s behalf, either orally or the required proof of insurance coverage as set forth in writing, have induced Tenant to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant has entered into this Amendment under and by virtue of Tenant’s own independent investigation. Except for Landlord’s representation and warranties in this Amendment or the Lease. e. Tenant, Tenant hereby at its sole expense, shall accept make any alterations or modifications to the interior of the Expansion Premises that are required by Legal Requirements (except the Exception Suites) in its current “as is” and “where is” condition without warranty of any kind, express or implied, including, without limitation, any warranty as to title, physical condition or the presence or absence compliance of Hazardous Materials, and if the Expansion Premises (except with the Exception Suites) are not in all respects entirely suitable for ADA; provided, however, that Landlord shall, at no cost or expense to Tenant, make alterations or modifications to the use or uses to which interior of the Expansion Premises or any part thereof will be put, then it is to the sole responsibility and obligation of Tenant to take such action as may be necessary to place extent that (i) the Expansion Premises (except do not comply with the Exception Suites) in a condition entirely suitable for such use or uses. IN CONNECTION WITH THE ABOVE, TENANT HEREBY ACKNOWLEDGES AND REPRESENTS TO LANDLORD THAT TENANT HAS HAD AMPLE OPPORTUNITY TO INSPECT AND EVALUATE THE EXPANSION PREMISES AND THE FEASIBILITY OF THE USES AND ACTIVITIES TENANT IS ENTITLED TO CONDUCT THEREON; THAT TENANT IS EXPERIENCED; THAT TENANT WILL RELY ENTIRELY ON TENANT’S EXPERIENCE, EXPERTISE AND ITS OWN INSPECTION OF THE EXPANSION PREMISES IN ITS CURRENT STATE IN PROCEEDING WITH THIS AMENDMENT (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES); TENANT ACCEPTS THE EXPANSION PREMISES IN ITS PRESENT CONDITION (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES), AND THAT, TO THE EXTENT THAT TENANT’S OWN EXPERIENCE WITH RESPECT TO ANY OF THE FOREGOING IS INSUFFICIENT TO ENABLE TENANT TO REACH AND FORM A CONCLUSION, TENANT HAS ENGAGED THE SERVICES OF PERSONS QUALIFIED TO ADVISE TENANT WITH RESPECT TO SUCH MATTERS. TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN REPRESENTATIONS, OR WARRANTIES MADE BY LANDLORD OR ITS REPRESENTATIVES, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AMENDMENT OR THE LEASE. In this regard, except ADA as set forth in this Amendment, Tenant shall be responsible, at its sole cost and expense for of the Expansion Premises Work in accordance Commencement Date, and (ii) Tenant notifies Landlord of such non-compliance within 90 days after the Expansion Premises Commencement Date (which notification shall be based on a written report obtained by Tenant and prepared by Tenant’s architect licensed by the State of Maryland, which report Tenant shall provide to Landlord along with the provisions of the Lease and this Amendmentsuch notification).

Delivery of Expansion Premises. (a) It is hereby acknowledged by the parties hereto that Tenant is currently the occupant of the Expansion Premises pursuant to the provisions of a sublease agreement dated August 29, 2012 (“Sublease”) with Fujitsu Canada, Inc. (“Head Tenant”) for a term which expires as at 11:59 p.m. on August 30, 2013, two (2) days prior to the Delivery Date (as hereinafter defined) (such two (2) day period being hereinafter referred to as the “Reversionary Period”), to which Landlord shall tender granted its consent pursuant to a consent agreement between Landlord, Tenant and Head Tenant dated September 4, 2012 (“Consent”). (b) During the Reversionary Period, when the Sublease has expired but Head Tenant continues to be the head tenant of the Expansion Premises pursuant to the provisions with its lease for the Expansion Premises with Landlord dated April 12, 2002, as amended from time to time (collectively, the “Head Lease”), it is hereby acknowledged by the parties hereto that Tenant will be required to obtain the consent of Head Tenant to allow Tenant to continue to remain in occupancy and possession of the Expansion Premises. (c) Landlord hereby consents to such continued occupancy and possession of the Expansion Premises by Tenant during the Reversionary Period. For greater certainty, during the Reversionary Period, all of the terms of the Head Lease shall continue to govern. (d) In the event that Landlord terminates the Head Lease as a result of the default by Head Tenant promptly following thereunder or in the waiver event that the Head Lease is otherwise disclaimed or repudiated as a result of the bankruptcy or insolvency of Head Tenant, notwithstanding anything contained in the Head Lease or the Consent to the contrary, Tenant shall be entitled to remain in possession of the Expansion Premises and the Expansion Premises Commencement Date shall be advanced to be the date of termination, disclaimer or repudiation of the Head Lease, as the case may be, without affecting the Expiry Date. (e) In the event that Landlord terminates the Sublease as a result of the default by Tenant (in its capacity as subtenant) or in the event that the Sublease is otherwise disclaimed or repudiated as a result of the bankruptcy or insolvency of the Tenant (in its capacity as subtenant), notwithstanding anything contained herein to the contrary, at Landlord’s option and in addition to any other rights accorded to Landlord under the Lease or at law, Landlord shall be entitled to terminate this Agreement effective as at the date of such termination, disclaimer or repudiation of the Sublease, as the case may be, and all amounts otherwise due and payable hereunder shall immediately become due and payable to Landlord. (f) Tenant acknowledges and confirms that: (i) it has good right, full power and authority to enter into this Agreement for the Expansion Premises in the manner as aforesaid; (ii) it has not executed, nor will it execute, any agreement with Head Tenant to extend the term of the Head Lease or Sublease, as the case may be, or otherwise enter into any agreement with Head Tenant to otherwise remain in possession of the Expansion Premises beyond the expiry of the Head Lease; and (iii) Tenant shall indemnify and hold harmless Landlord from and against any and all Liabilities due to or arising from or to the extent contributed to by any breach by Tenant of the contingency set forth above any provisions contained in Paragraph 6 this subsection 4(f). (the g) Provided this Agreement has been fully executed and delivered prior to September 1, 2013, (“Waiver Delivery Date”), then during the period (“Fixturing Period”) from and after the Delivery Date until the date immediately preceding the Expansion Premises Commencement Date, Tenant shall be entitled to continued possession of the Expansion Premises in order to complete Tenant’s Work (as hereinafter defined) in the Expansion Premises and, thereafter, in order to commence carrying on business therefrom. During the Fixturing Period, Tenant shall not be obligated to pay Basic Rent, Operating Costs, Management Fee or Realty Taxes with respect to the Expansion Premises only, but shall be liable for all other costs and obligations in respect of the Expansion Premises and its occupancy thereof including charges for utilities and the costs of any additional services in accordance with the Lease, all of which Tenant will be obligated to pay, and Tenant shall be subject to all the other terms and conditions of the Lease insofar as they are applicable to Tenant’s use and occupancy of the Expansion Premises during the Fixturing Period including, without limitation, the obligation to maintain insurance, and the provisions relating to the liability of Tenant for its acts and omissions, and the acts and omissions of its servants, employees, agents, contractors, invitees, concessionaires and licensees and the indemnification of Landlord and others under the Lease. For greater certainty, the Tenant shall continue to remain liable for all obligations under the Lease in respect of the Original Premises during the Fixturing Period. (h) On or before the Delivery Date, Tenant shall deliver to Landlord: certificate(s) evidencing requisite insurance coverage under the Lease; providedthe Additional Deposit (as hereinafter defined); post-dated Rent cheques (or account information, however such tender as the case may be) as required pursuant to the Lease; and evidence, satisfactory to Landlord, that the utilities for the Expansion Premises have been changed into the name of possession Tenant. Possession of the Expansion Premises shall not include Suites 32be given to Tenant until all of the foregoing has been delivered; notwithstanding any resulting delay in the delivery of possession of the Expansion Premises, 81, 82, 83 and 84 (the “Exception Suites”) within there shall be no corresponding delay in the Expansion Premises Building. Landlord shall tender possession of the Exception Suites to Tenant in grey shell condition as more fully described in Exhibit “D” hereto on or before the date that is one hundred twenty-five Commencement Date. (125i) days after the Waiver Date. No representationsFor greater certainty, inducements, understanding or anything of any nature whatsoever, made, stated or represented by Landlord or anyone acting for or on Landlord’s behalf, either orally or in writing, have induced Tenant to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant has entered into this Amendment under and by virtue of Tenant’s own independent investigation. Except for Landlord’s representation and warranties where used in this Amendment or Section 4, the term “Lease” shall mean the Lease, Tenant hereby shall accept the Expansion Premises (except the Exception Suites) in its current “as is” and “where is” condition without warranty of any kind, express or implied, including, without limitation, any warranty as to title, physical condition or the presence or absence of Hazardous Materials, and if the Expansion Premises (except the Exception Suites) are not in all respects entirely suitable for the use or uses to which the Expansion Premises or any part thereof will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Expansion Premises (except the Exception Suites) in a condition entirely suitable for such use or uses. IN CONNECTION WITH THE ABOVE, TENANT HEREBY ACKNOWLEDGES AND REPRESENTS TO LANDLORD THAT TENANT HAS HAD AMPLE OPPORTUNITY TO INSPECT AND EVALUATE THE EXPANSION PREMISES AND THE FEASIBILITY OF THE USES AND ACTIVITIES TENANT IS ENTITLED TO CONDUCT THEREON; THAT TENANT IS EXPERIENCED; THAT TENANT WILL RELY ENTIRELY ON TENANT’S EXPERIENCE, EXPERTISE AND ITS OWN INSPECTION OF THE EXPANSION PREMISES IN ITS CURRENT STATE IN PROCEEDING WITH THIS AMENDMENT (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES); TENANT ACCEPTS THE EXPANSION PREMISES IN ITS PRESENT CONDITION (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES), AND THAT, TO THE EXTENT THAT TENANT’S OWN EXPERIENCE WITH RESPECT TO ANY OF THE FOREGOING IS INSUFFICIENT TO ENABLE TENANT TO REACH AND FORM A CONCLUSION, TENANT HAS ENGAGED THE SERVICES OF PERSONS QUALIFIED TO ADVISE TENANT WITH RESPECT TO SUCH MATTERS. TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN REPRESENTATIONS, OR WARRANTIES MADE BY LANDLORD OR ITS REPRESENTATIVES, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AMENDMENT OR THE LEASE. In amended by this regard, except as set forth in this Amendment, Tenant shall be responsible, at its sole cost and expense for the Expansion Premises Work in accordance with the provisions of the Lease and this AmendmentAgreement.

Delivery of Expansion Premises. Landlord shall tender possession of the Expansion Premises to Tenant promptly following the waiver by Tenant of the contingency set forth above in Paragraph 6 (the “Waiver Date”); provided, however such tender of possession of the Expansion Premises shall not include Suites 32, 81, 82, 83 and 84 (the “Exception Suites”) within the Expansion Premises Building. Landlord shall tender possession of the Exception Suites to Tenant in grey shell condition as more fully described in Exhibit “D” hereto on or before the date that is one hundred twenty-five (125) days after the Waiver Date. No representations, inducements, understanding or anything of any nature whatsoever, made, stated or represented by Landlord or anyone acting for or on Landlord’s behalf, either orally or in writing, have induced Tenant to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant Xxxxxx has entered into this Amendment under and by virtue of TenantXxxxxx’s own independent investigation. Except for Landlord’s representation and warranties in this Amendment or the Lease, Tenant hereby shall accept the Expansion Premises (except the Exception Suites) in its current “as is” and “where is” condition without warranty of any kind, express or implied, including, without limitation, any warranty as to title, physical condition or the presence or absence of Hazardous Materials, and if the Expansion Premises (except the Exception Suites) are not in all respects entirely suitable for the use or uses to which the Expansion Premises or any part thereof will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Expansion Premises (except the Exception Suites) in a condition entirely suitable for such use or uses. IN CONNECTION WITH THE ABOVE, TENANT HEREBY ACKNOWLEDGES AND REPRESENTS TO LANDLORD THAT TENANT HAS HAD AMPLE OPPORTUNITY TO INSPECT AND EVALUATE THE EXPANSION PREMISES AND THE FEASIBILITY OF THE USES AND ACTIVITIES TENANT IS ENTITLED TO CONDUCT THEREON; THAT TENANT IS EXPERIENCED; THAT TENANT WILL RELY ENTIRELY ON TENANT’S EXPERIENCE, EXPERTISE AND ITS OWN INSPECTION OF THE EXPANSION PREMISES IN ITS CURRENT STATE IN PROCEEDING WITH THIS AMENDMENT (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES); TENANT ACCEPTS THE EXPANSION PREMISES IN ITS PRESENT CONDITION (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES), AND THAT, TO THE EXTENT THAT TENANT’S OWN EXPERIENCE WITH RESPECT TO ANY OF THE FOREGOING IS INSUFFICIENT TO ENABLE TENANT TO REACH AND FORM A CONCLUSION, TENANT HAS ENGAGED THE SERVICES OF PERSONS QUALIFIED TO ADVISE TENANT WITH RESPECT TO SUCH MATTERS. TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN REPRESENTATIONS, OR WARRANTIES MADE BY LANDLORD OR ITS REPRESENTATIVES, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AMENDMENT OR THE LEASE. In this regard, except as set forth in this Amendment, Tenant shall be responsible, at its sole cost and expense for the Expansion Premises Work in accordance with the provisions of the Lease and this Amendment.

Delivery of Expansion Premises. If Landlord shall tender has not tendered ------------------------------ possession of the Expansion Premises to Tenant promptly following on or before the waiver by Tenant of the contingency set forth above scheduled Expansion Premises Commencement Date specified in Paragraph 6 (the “Waiver Date”); provided2 of this Agreement, however such tender of or if Landlord is unable for any other reason to deliver possession of the Expansion Premises to Tenant on or before such date, neither Landlord nor its representatives shall not include Suites 32be liable to Tenant for any damage resulting from the delay in delivering possession to Tenant and this Agreement shall remain in full force and effect unless and until it is terminated under the express provisions of this Paragraph. Notwithstanding the foregoing, 81, 82, 83 and 84 (the “Exception Suites”) within if the Expansion Premises Building. Landlord shall tender possession of Commencement Date has not occurred or been deemed to have occurred within six (6) months after the Exception Suites scheduled Expansion Premises Commencement Date, either party, by written notice to Tenant in grey shell condition as more fully described in Exhibit “D” hereto on or before the date that is one hundred twenty-five other party given within ten (12510) days after the Waiver Date. No representationsexpiration of such six (6) month period, inducementsmay terminate this Agreement without any liability to the other party; provided, understanding or anything however, that if the delay in the Expansion Premises Commencement Date is caused by delays of any nature whatsoever, made, stated or represented by Landlord or anyone acting for or on Landlord’s behalf, either orally or the type described in writing, have induced Tenant to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant has entered into this Amendment under and by virtue Section 26 - Force Majeure of Tenant’s own independent investigation. Except for Landlord’s representation and warranties in this Amendment or the Lease, and if Tenant hereby elects to terminate as provided above, then Tenant shall accept reimburse Landlord, within thirty (30) days after receipt of notification from Landlord of the amounts due, for any amounts expended or 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 this Agreement. If Tenant fails to perform any of Tenant's obligations under this Construction Rider within the time periods specified herein, Landlord may, in lieu of terminating this Agreement under the foregoing provisions, treat such failure of performance as an Event of Default under the Lease with respect to the Expansion Premises (except the Exception Suites) in its current “as is” and “where is” condition without warranty of any kind, express or implied, including, without limitation, any warranty as to title, physical condition or the presence or absence of Hazardous Materials, and if the Expansion Premises (except the Exception Suites) are not in all respects entirely suitable for the use or uses to which the Expansion Premises or any part thereof will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Expansion Premises (except the Exception Suites) in a condition entirely suitable for such use or uses. IN CONNECTION WITH THE ABOVE, TENANT HEREBY ACKNOWLEDGES AND REPRESENTS TO LANDLORD THAT TENANT HAS HAD AMPLE OPPORTUNITY TO INSPECT AND EVALUATE THE EXPANSION PREMISES AND THE FEASIBILITY OF THE USES AND ACTIVITIES TENANT IS ENTITLED TO CONDUCT THEREON; THAT TENANT IS EXPERIENCED; THAT TENANT WILL RELY ENTIRELY ON TENANT’S EXPERIENCE, EXPERTISE AND ITS OWN INSPECTION OF THE EXPANSION PREMISES IN ITS CURRENT STATE IN PROCEEDING WITH THIS AMENDMENT (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES); TENANT ACCEPTS THE EXPANSION PREMISES IN ITS PRESENT CONDITION (SUBJECT TO LANDLORD’S REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT AND THE LEASE AND LANDLORD’S WORK TO BE PERFORMED WITH RESPECT TO THE EXCEPTION SUITES), AND THAT, TO THE EXTENT THAT TENANT’S OWN EXPERIENCE WITH RESPECT TO ANY OF THE FOREGOING IS INSUFFICIENT TO ENABLE TENANT TO REACH AND FORM A CONCLUSION, TENANT HAS ENGAGED THE SERVICES OF PERSONS QUALIFIED TO ADVISE TENANT WITH RESPECT TO SUCH MATTERS. TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN REPRESENTATIONS, OR WARRANTIES MADE BY LANDLORD OR ITS REPRESENTATIVES, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AMENDMENT OR THE LEASE. In this regard, except as set forth in this Amendment, Tenant shall be responsible, at its sole cost and expense for the Expansion Premises Work in accordance with the provisions of the Lease and this AmendmentPremises.