Common use of Delivery of Premises Clause in Contracts

Delivery of Premises. At the end of the Term or any renewal thereof or other sooner termination of this Lease, Tenant will peaceably deliver to 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration 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. At Tenant acknowledges that Xxxxxx has had an opportunity to inspect the end 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 renewal thereof alterations or other sooner 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, Tenant will peaceably deliver to Landlord possession of the Premises, together with all improvements or additions upon shall be removed 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, left 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration 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 thereofelection.

Delivery of Premises. At Landlord shall deliver the end Premises, and Tenant 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 deliver same. If Landlord does not deliver possession of the Term Premises by the Commencement Date, or any renewal thereof 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 sooner termination cabling in the office portion of the Premises and to install racking and distribution devices in the warehouse portion of the Premises. Any such early access or use of the Premises by Tenant or Tenant’s Agents prior to the Commencement Date shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease, except that Tenant’s Base Rent and regularly recurring Additional Rent obligations for the Premises shall not begin until the Rent Commencement Date. Tenant will peaceably deliver to Landlord possession shall not interfere with Landlord’s construction of the Premises, together with all improvements or additions upon or belonging to Landlord, by whomsoever made, in substantially Improvements during its access of the same condition as received, or first installed, subject Premises prior to the terms of Paragraphs 6Commencement Date. Landlord will allow Tenant access to the Premises approximately forty-five (45) days prior to the Commencement Date in order to allow Tenant to install telecommunications lines and systems, 21 other cabling and 39, subject to normal wear move in furniture and tear and the rights and obligations other personal property. Any such early access or use of the parties concerning casualty damage pursuant Premises by Tenant or Tenant’s Agents prior to Paragraph 20. Tenant maythe Commencement Date shall be deemed to be under all the terms, upon the termination covenants, conditions and provisions of this Lease, remove all movable furniture except that Tenant’s Base Rent 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or regularly recurring Additional Rent obligations for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 Premises shall not be obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord begin until 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 thereofCommencement Date.

Delivery of Premises. At the end of the Term or any renewal thereof or other sooner termination of this Lease, Tenant will peaceably deliver acknowledges that Xxxxxx has had an opportunity to Landlord possession of inspect the Premises. Except for Landlord’s Work as expressly set forth hereinafter, together the Premises shall be delivered to Tenant “As Is,” “Where Is” with all improvements faults and without representation, warranty or additions upon or belonging guaranty of any kind by Landlord to Landlord, by whomsoever made, in substantially Tenant. Notwithstanding the same condition as received, or first installedforegoing, subject to the terms following provisions, Landlord shall complete the work, a preliminary description of Paragraphs 6which is identified in Exhibit B, 21 and 39pursuant to the Final Plans, as defined below (“Landlord’s Work”). Xxxxxxxx agrees to use reasonable efforts to have Xxxxxxxx’s Work substantially completed no later than the Scheduled Access Date, subject to normal wear delays beyond Landlord’s reasonable control and tear delays caused by Xxxxxx. Except as expressly provided otherwise, in this paragraph, below, Landlord shall in no way be liable to Tenant or any other party, and Xxxxxx’s obligations shall not be reduced hereunder in the 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 every day from such date to the date of actual substantial completion of Landlord’s Work, and the rights and obligations actual Term Commencement Date shall be delayed by one day for each day of delay until the construction of the parties concerning casualty damage pursuant to Paragraph 20Landlord’s Work is substantially complete. Tenant may, upon If Landlord’s Work is not substantially complete on or before the termination 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, remove all movable furniture and equipment belonging to 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 sole cost’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 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 Tenant repairs Landlord shall be entitled to substitute materials of similar quality to any damage caused by such removal. Property not so removed by the Expiration Date (or materials specified in the event 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 an earlier terminationthe 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 earlier termination datedelay 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 Xxxxxxxx’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 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 purposes of calculating when Annual Base Rent commences to be paid (including the date from which Free Rent is measured) the Premises shall be deemed abandoned by Tenantsubstantially completed on the 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, and title upon written request from Xxxxxx, Xxxxxxxx agrees to the same shall thereupon pass use reasonable efforts to enforce its rights under any third-party warranties related to any defective components of Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (’s Work; provided, however, Landlord shall not be required to incur any costs or expenses in said efforts. Xxxxxx agrees to promptly notify Landlord of any observed material defects. In addition to the Landlord’s Work, Xxxxxxxx agrees that upon on or before the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or AlterationsTerm Commencement Date, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed upon do 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 following: (1) provide an operating on-site food service establishment in the Premises, Tenant shall not be obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord Park; and (2) replace the cost of removal thereof pursuant to this Paragraph 24), and restore HVAC unit currently servicing 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 thereofa new and appropriately sized unit.

Delivery of Premises. At The parties anticipate that the end Premises shall -------------------- be Ready for Occupancy within thirty (30) days of the Term or any renewal thereof or other sooner termination of this Lease, Tenant will peaceably deliver scheduled term commencement date set forth in the Fundamental Lease Provisions. In the event that it becomes apparent to Landlord possession that the Premises shall not be Ready for occupancy within ten (10) days of the Premisesscheduled term commencement date, together with all improvements or additions upon or belonging Landlord shall use reasonable efforts 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 advise Tenant of the parties concerning casualty damage pursuant anticipated date that the Premises will be ready for occupancy at least ten (10) days prior to Paragraph 20such date, but the failure to give such notice shall not constitute a default hereunder by Landlord. Tenant may, upon the termination of this Lease, remove all movable furniture and equipment belonging to Tenant, at Tenant's sole cost, provided agrees 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 the inability of such earlier termination date) shall be deemed abandoned by Tenant, and title Landlord to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination deliver possession of the TermPremises to Tenant by the scheduled term commencement date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant shall upon demand by Landlordfor any loss or damage resulting therefrom, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined but in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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, event Tenant shall not be obligated liable for any rent until the Premises are ready for occupancy. Any failure to remove such deliver possession at the scheduled term commencement date, shall not affect the obligations of Tenant Modificationhereunder, Tenant Improvement or Alteration or except that if Landlord has failed to pay Landlord the cost deliver possession of removal thereof pursuant to this Paragraph 24), and restore the Premises to its original condition as of Tenant within six (6) months after the Delivery Date but with the Warm Shell Improvements scheduled term commencement date, Landlord or Tenant may, at either option, by notice in place (or with respect to Tenant Modifications, restore the Base Building to its condition prior to such Tenant Modifications being made), subject writing to the foregoing; or other party within thirty (ii30) pay Landlord days thereafter, cancel this Lease, in which event the reasonable estimated cost thereofparties shall be discharged from all obligations hereunder.

Delivery of Premises. At the end The Premises shall be made available to Tenant for commencement of the Term Work from and after the Commencement Date, provided Tenant has first obtained such Permits (Site Permits or any renewal thereof or other sooner termination Construction Permits, as the case may be) as are necessary for commencement of this Leasethe applicable Work, Tenant will peaceably deliver executed and delivered the necessary construction contracts, established the construction disbursing escrow and delivered to Landlord possession of the insurance certificates, contract assignments, consents and bonds provided for in Section 4(e). Prior to commencing any Work on or at 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 costrisk, 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith shall cause a resubdivision plat and revised legal description of the Premises to be prepared by a licensed Missouri surveyor in accordance with all due diligence remove 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 sufficient to 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 shall bear the cost of any surveying of the Adjacent Parcel required to effect the resubdivision and any other resubdivision costs allocable to the Adjacent Parcel, with any such allocation between Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by and Landlord to be removed (provided, however, that upon based on the written request relative size of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord parcels unless the cost of removal thereof pursuant in question relates solely 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 thereofone parcel.

Delivery of Premises. At 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 with the leasing agent prior to moving in and will acknowledge that it is in good condition at the commencement of this agreement, except as otherwise indicated on the Property Condition Report (attach form as required by RCW 59.18.260). Resident shall maintain the Premises in a clean and orderly condition, including but not limited to appliances, plumbing, floor coverings, and all personal property provided by Landlord, throughout the term of this Agreement and upon surrendering the premises to Landlord. Resident will bear the cost of any cleaning or repair performed by Landlord to restore the premises to the condition indicated on the attached Property Condition Report, except for wear resulting from ordinary use of the Premises. Resident is responsible for rent lost by Landlord while performing repairs and/or cleaning because of failure to comply with the foregoing. The Property Condition Report which Resident acknowledges which will be completed at lease commencement, will be used to determine the refund of deposit at the end of the Term or any renewal thereof or other sooner termination of this Lease, Tenant will peaceably deliver to 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration 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 thereoftenancy.

Delivery of Premises. At the end (a) Landlord shall deliver possession of the Term or any renewal thereof or other sooner termination Premises to Tenant upon the mutual execution and delivery of this Lease by Landlord and Tenant. Tenant agrees to accept possession of the Premises in their “as is” condition on the date of this Lease, Tenant will peaceably deliver without representation or warranty by Landlord, express or implied, except as expressly set forth in this Lease, and with no obligation of Landlord to Landlord possession of repaint, remodel, repair, improve or alter the Premises, together 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 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 of the Premises or the Building or with respect to the suitability of any 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 improvements or additions upon or belonging such warranties. (b) Landlord represents and warrants that, to Landlord’s knowledge, 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 date of execution of this Lease, remove the Real Property complies in all movable furniture material respects with all Applicable Laws, including, but not limited to, the ADA and equipment belonging Title 24 (as interpreted by applicable governmental or quasi-governmental authorities as of the date of this Lease) applicable to Tenanta “cold shell” condition, at Tenant's sole cost, provided that without regard to any specific use of the Premises or the Tenant repairs any damage caused Improvements to be installed 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 deemed abandoned by Tenant, and title Tenant pursuant to the same shall thereupon pass to LandlordTenant Improvement Agreement (“Tenant Improvements”). Upon such expiration or sooner termination If the Real Property as of the Termdate of execution of this Lease does not comply in all material respects with Applicable Laws, then Landlord shall not be liable to Tenant shall upon demand by for any damages, but Landlord, at Landlord's election either ’s expense (iwithout pass through to Tenant), shall perform such corrective work or take such other actions as may be necessary to cure any violation. Landlord shall have the 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 right to assert any and all defenses allowed by Applicable Laws, and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by Applicable Laws, and Landlord’s obligation to perform corrective work or take other action to cure a violation under this Paragraph 2.2(b) at Tenant's sole cost shall not apply until after the exhaustion of any and expenseall rights to appeal or contest; provided, forthwith and with all due diligence remove however, that any Tenant Modifications delay in the Substantial Completion Date (as defined in the Work Letter)Tenant Improvement Agreement) that is caused by any such violation or alleged violation of Applicable Laws, Tenant Improvements including, without limitation, any corrective work or Alterations made other actions taken by Landlord, or by any application for the account of Tenantwaiver, designated contest, appeal or other proceeding brought by Landlord to be removed (providedchallenge such violation or alleged violation, howevershall automatically constitute a “Landlord Delay” under the Tenant Improvement Agreement, that upon notwithstanding anything to the written request of Tenant contrary contained in this Lease. If prior to installation the completion of such the Tenant ModificationsImprovements, Tenant Improvements does not notify Landlord in writing of any violation or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed upon alleged violation of Applicable Laws with respect to the expiration or sooner termination Real Property as of the date of this Lease, and 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 extent Landlord has so agreed to allow any specific Tenant Modification, Tenant Improvement Agreement shall conclusively establish that the foregoing representation was true and correct, and Landlord shall thereafter have no further liability or Alteration to remain in the Premises, Tenant shall not be obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord the cost of removal thereof responsibility pursuant to this Paragraph 242.2(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 restore all portions of Building Systems in place upon delivery of the Premises to its original Tenant (recognizing that the Premises are being delivered in a “cold shell” condition) (the “Existing Building Systems”), are in good working condition as 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 Delivery 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 but with the Warm Shell Improvements in place (or with respect to Tenant Modificationspatent defects (i.e., restore any defects that could be discovered by a reasonable inspection of the Base Building to its condition prior to such Tenant Modifications being madeBuilding), subject to the foregoing; or and (ii) pay 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 reasonable estimated cost thereofPremises 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 submitted to binding arbitration in accordance with Paragraph 34 below.

Delivery of Premises. At Landlord has completed the end construction of the Term or any renewal thereof or other sooner termination of this Lease-------------------- 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, Tenant will peaceably deliver to Landlord possession construction and installation of the Premises, together initial improvements in the Premises (the "Tenant Improvements") in accordance 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 Plans and the rights following terms and obligations of the parties concerning casualty damage pursuant to Paragraph 20conditions. 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) engineer and/or architect shall, at Tenant's sole cost and expenseexpense (as part of the Tenant Improvement Allowance (as hereinafter defined)), forthwith 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 due diligence remove 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 Modifications (as defined in Delay, including without limitation any delay damages which become due to the Work Letter), contractor under the contract for the construction of the Tenant Improvements or Alterations made by or for (the account of Tenant, designated by Landlord to be removed ("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 upon a delay constitutes a Tenant Delay, Landlord must notify Tenant of the written request 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 prior to installation Delay. Promptly following approval of such Tenant Modifications, Tenant Improvements or Alterationsthe Plans, Landlord shall advise use diligent efforts to obtain a building permit from the applicable governmental authority. Tenant at acknowledges and agrees that time whether or not such specific Xxxxxx & Xxxxx shall serve as Landlord's general contractor for purposes of constructing Landlord's Work and the Tenant ModificationImprovement. With respect to any subcontractors' work in excess of $5,000.00, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord obtain estimates for the cost of removal thereof pursuant such work from at least two (2) subcontractors. A contract for the construction of such improvements shall be issued to this Paragraph 24)the subcontractor which submits the lowest qualified bid; provided, however, and restore notwithstanding anything contained herein to the Premises contrary, the Landlord may elect to its original condition as contract for the construction of such improvements with a subcontractor other than the subcontractor which submits the lowest bid if: (i) Landlord pays the difference between the cost of the Delivery Date but with selected subcontractor and the Warm Shell Improvements in place (or with respect to Tenant Modificationslowest qualified bid, restore the Base Building to its condition prior to such Tenant Modifications being made), subject to the foregoing; or (ii) pay Landlord provides a commercially reasonable explanation for not selecting the reasonable estimated 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 electrical contract for improvements to the Premises and Tenant agrees that the base building contractors will serve as the mechanical, plumbing and electrical subcontractors. Upon completion of the Tenant Improvements, Landlord shall assign to Tenant, to the extent assignable at no material cost thereofto Landlord, all warranties applicable to the construction of the Tenant Improvements to the extent Tenant is responsible for the repair or replacement of such items.

Delivery of Premises. At Landlord shall use commercially reasonable efforts to (i) satisfy the end 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 Xxxxxx 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, 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 or any renewal thereof or other sooner termination and the first day of this Lease, Tenant will peaceably deliver Rent accrual hereunder) to 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 have been moved up to the terms of Paragraphs 6Deemed Commencement Date in the event the conditions set forth in the definition thereof are satisfied. The foregoing notwithstanding, 21 Landlord and 39Xxxxxx agree that Xxxxxxxx’s post-Commencement Date obligations hereunder shall, 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 terminationa Deemed Commencement Date, within five (5) days of such earlier termination date) shall be deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord the cost of removal thereof pursuant to this Paragraph 24), and restore the Premises to its original condition 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, upon satisfaction of the applicable conditions thereto and the delivery of the Delivery Date but with of Premises Notice, be deemed (for the Warm Shell Improvements in place (or with respect purpose of determining any rent abatement pursuant to Tenant Modifications, restore the Base Building Exhibit “J”) to its condition prior to such Tenant Modifications being made), subject have been moved up to the foregoing; or (ii) pay Landlord Deemed Substantial Completion Date in the reasonable estimated cost thereofevent the conditions set forth in the definition thereof are satisfied.

Delivery of Premises. At Tenant acknowledges that Xxxxxx has had an opportunity to inspect the end of the Term or any renewal thereof or other sooner termination of this LeasePremises. Except as set forth hereinafter, Tenant will peaceably deliver to Landlord possession of the Premises, together shall be delivered to Tenant As Is, Where Is, with all improvements faults and without representation, warranty or additions upon or belonging to Landlord, guaranty of any kind 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 Landlord to Tenant, at Tenantexcept as expressly provided herein. Landlord represents and warrants that, as of the date hereof, there are no violations of laws with respect to the Premises, the Building or the Lot and, as of the Commencement Date, all Building systems serving the Premises shall be in good working order and condition and in compliance with all laws. Prior to the Term Commencement Date, Landlord shall perform the work, if any, identified in Exhibit C ("Landlord's sole costWork") attached hereto and incorporated herein and the Premises shall be delivered in broom clean condition. Tenant shall pay an amount equal to all out-of-pocket costs incurred by Landlord as a result of any change orders signed by Xxxxxx and Landlord affecting Landlord's Work, provided that which change orders shall specify the amount chargeable to Tenant repairs any damage caused on account of such change. Amounts due and payable on account of such change orders shall be paid by such removal. Property not so removed by the Expiration Date (or in the event of an earlier termination, Tenant to Landlord within five (5) days of such earlier termination date) shall be deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at after Landlord's election either (i) at Tenant's sole cost and expenseinvoice to Tenant therefor. Landlord will not approve any construction, forthwith and with all due diligence remove any Tenant Modifications (as defined in alterations, or additions requiring unusual expense to readapt the Work Letter), Tenant Improvements Premises to nominal office use on lease termination or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord increasing the cost of removal thereof pursuant 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 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 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. Xxxxxxxx will also disapprove any alterations or additions requested by Tenant Modifications which will delay completion of the Premises. Tenant's construction, installation of furnishings, and later changes or additions shall be coordinated with any work being made), subject performed by Landlord in such manner as to maintain harmonious labor relations and not to damage the foregoing; Building or (ii) pay Landlord the reasonable estimated cost thereofLot or interfere with Building operations.

Delivery of Premises. At the end Upon Substantial Completion of the Term or any renewal thereof or other sooner termination of this LeaseTenant Improvements, Tenant will peaceably Landlord shall deliver to Landlord possession of the Premises, together with all improvements Premises to Tenant. If Landlord has not Substantially Completed the Tenant Improvements and tendered possession of the Premises to Tenant on or additions upon or belonging to Landlord, by whomsoever made, before the Scheduled Commencement Date specified in substantially Section 2 - Term; Possession of the same condition as receivedLease, or first installedif Landlord is unable for any other reason to deliver possession of the Premises to Tenant on or before such date, subject neither Landlord nor its representatives shall be liable to Tenant for any damage resulting from the terms of Paragraphs 6, 21 and 39, subject delay in completing such construction obligations and/or delivering possession to normal wear and tear Tenant and the rights Lease shall remain in full force and obligations of effect unless and until it is terminated under the parties concerning casualty damage pursuant to Paragraph 20. Tenant may, upon the termination express provisions of this LeaseParagraph. If any delays in Substantially Completing the Tenant Improvements are attributable to Tenant Delays, 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 then the Expiration Date (or in the event of an earlier termination, within five (5) days of such earlier termination date) Premises shall be deemed abandoned to have been Substantially Completed and delivered to Tenant on the date on which Landlord could have Substantially Completed the Premises and tendered the Premises to Tenant but for such Tenant Delays. Notwithstanding the foregoing, if the Commencement Date has not occurred or been deemed to have occurred within six (6) months after the Scheduled Commencement Date, either party, by Tenant, and title written notice to the same shall thereupon pass other party given within ten (10) days after the expiration of such six (6) month period, may terminate this Lease without any liability to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (other party; provided, however, that upon if the written request delay in the Commencement Date is caused by delays of Tenant prior to installation the type described in Section 26 - Force Majeure of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed upon the expiration or sooner termination of this Lease, and if Tenant elects to the extent Landlord has so agreed to allow any specific Tenant Modificationterminate as provided above, Tenant Improvement or Alteration to remain in the Premises, then Tenant shall not be obligated to remove such Tenant Modificationreimburse Landlord, Tenant Improvement or Alteration or to pay within thirty (30) days after receipt of notification from 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 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 Warm Shell Improvements preparation and negotiation of the Lease. If Tenant fails to perform any of Tenant's obligations under this Construction Rider within the time periods specified herein, Landlord may, in place (or with respect to Tenant Modificationslieu of terminating the Lease under the foregoing provisions, restore treat such failure of performance as an Event of Default under 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 thereofLease.

Delivery of Premises. At the end of the Term or any renewal thereof The Premises will be delivered to Tenant empty and in broom clean condition with all systems in good operating condition. Any furniture or other sooner termination personal property in the Premises may be used by Tenant during the lease and any extensions free of this Lease, charge. Landlord and Tenant shall agree on an inventory list of property that Tenant will peaceably deliver to 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 use in the Premises, such inventory list to be provided to Landlord no later than sixty (60) days prior to the Commencement Date, and Landlord shall remove the remaining furniture and/or equipment from the Premises. If, for any reason not caused by Tenant, Landlord cannot deliver possession of the Premises to Tenant shall 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 Tenant’s obligation to pay Rent will not commence until Landlord delivers possession to Tenant. If the delay in possession is caused by Tenant, then the Term and Tenant’s obligation to pay Rent will commence as of the Commencement Date even though Tenant does not yet have possession. Notwithstanding the foregoing, Landlord will not be obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord the cost deliver possession of removal thereof pursuant to this Paragraph 24), and restore the Premises to its original condition as Tenant (but Tenant will be liable for Rent if Landlord can otherwise deliver the Premises to Tenant) until Landlord has received from Tenant all of the Delivery Date but with following: (i) a copy of this Lease fully executed by Tenant and the Warm Shell Improvements in place (or with respect to Tenant Modificationsguaranty of Tenant’s obligations under this Lease, restore if any, executed by the Base Building to its condition prior to such Tenant Modifications being madeGuarantor(s), subject to the foregoing; or (ii) pay Landlord the reasonable estimated cost thereofSecurity Deposit, if required, and the first installment of monthly Base Rent; and (iii) copies of policies of insurance or documents evidencing compliance with the minimum insurance requirements as required in this Lease.

Delivery of Premises. Landlord will supervise the design, construction and installation of the initial improvements in the Premises (the “Tenant Improvements”) in substantial accordance with the specifications therefor set forth on that certain drawing attached hereto as Exhibit “C” (the “Plans”), and the following terms and conditions. In connection with any request by Landlord relating to the Tenant Improvements (including, without limitation, the design and construction thereof), Tenant shall adequately respond to (and approve or reasonably disapprove) such request within three (3) business days after notice from Landlord; failure to so respond shall be deemed Tenant’s consent to the matter in question. Additionally, any failure to timely respond shall constitute a tenant delay which would accelerate the Commencement Date, as provided above. Landlord shall deliver the Premises to Tenant upon substantial completion of the Tenant Improvements. As used, herein the terms “substantially complete” or “substantial completion” shall mean that the Tenant Improvements have been completed (i) in a good and workmanlike manner, (ii) subject only to “punch list” items that do not materially interfere with Tenant’s use of the Premises, (iii) in compliance with laws, and (iv) in accordance with the Plans, certified by Landlord’s engineer or architect inspecting the work. With regard to the punch list items referred to in the preceding sentence, Landlord shall reasonably and diligently complete such work following delivery of the Premises to Tenant. If Landlord for any reason whatsoever cannot deliver possession of the Premises to Tenant in accordance with the terms hereof on or before the Target Date as hereinabove specified, including delays attributable to the failure of the existing tenant(s) of the Premises to vacate said Premises in accordance with its lease(s), this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damages resulting therefrom; but in that event, except to the extent that any such delay is attributable to Tenant or its agents, employees, contractors, affiliates, partners, subcontractors, licensees, invitees or subtenants (hereinafter collectively referred to as “Tenant’s Invitees”), the Commencement Date shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant in accordance with the terms hereof. In connection with the Tenant Improvements, Landlord shall, on a one-time basis only, contribute up to a maximum of Five and 50/100 Dollars ($5.50) per rentable square foot of the Premises (the “Tenant Improvement Allowance”) toward the costs of installing the Tenant Improvements. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Tenant Improvement Allowance, then Tenant shall promptly deliver the necessary funds to defray such excess cost to Landlord no later than fifteen (15) days after Landlord demands same. Landlord anticipates that certain personal property and equipment, which property is benches and casework, hoods, automatic transfer switch, air compressor, vacuum pump, one phone/data rack, dishwasher and refrigerator in breakroom, lab glass-washer, 75KW generator, fire extinguishers, all existing phone, data and security cabling in the Premises, and the Sonitrol security system (collectively, the “Property”), installed by the current occupant of the Premises will be abandoned therein by such occupant, and Tenant has expressed its desire to use the Property during the Term in connection with its operation from the Premises. Tenant’s use of the Property shall be at Tenant’s sole risk, cost, and expense. Landlord makes no representation or warranty whatsoever concerning the Property, and Tenant shall accept the same in its as-is, where-is, condition and with all faults. Tenant shall be solely responsible for the repair and maintenance of the Property during the Term. At the end of the Term or any renewal thereof or other sooner termination expiration of this Lease, provided that no Event of Default has occurred or is continuing, Landlord shall transfer to Tenant will peaceably deliver to any interest of Landlord possession of in the PremisesProperty, together with all improvements or additions upon or belonging to Landlord, by whomsoever made, in substantially and Tenant shall remove the same condition as received, or first installed, subject from the Premises and repair any damages to the terms Premises resulting therefrom in accordance with this Lease. In the event such interest is not transferred to Tenant as set forth in the preceding sentence due to an Event 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 mayDefault, 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term’s request, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost remove the Property from the Premises and expense, forthwith and with all due diligence remove any Tenant Modifications (dispose of same as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modificationreasonably direct, Tenant Improvement or Alteration must be removed upon and shall repair any damages to the expiration or sooner termination of Premises resulting from the Property and its removal in accordance with 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration 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. At Landlord shall deliver the end Premises to Tenant -------------------- 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 alter or construct any tenant improvements on the Premises. Landlord 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 Term or any renewal thereof or other sooner termination Lease term. All improvements shall be made by Tenant using contractors approved by Landlord, and otherwise in accordance with the terms of this Lease, Section 7.2 below. The tenant improvement allowance shall be used to reimburse Tenant will peaceably deliver for hard construction costs incurred in making improvements to Landlord possession of the Premises, together with all improvements including paint, carpet and interior modifications, provided that no portion of the tenant improvement allowance shall be used for Tenant's networking or additions upon or belonging cabling. Tenant shall submit its request for reimbursement to Landlord, together with written evidence showing eligible costs incurred by whomsoever madeTenant, and Landlord shall reimburse Tenant for such eligible costs incurred in substantially compliance with this Lease within twenty (20) days after such materials are submitted by Landlord to Tenant. Tenant, may at its option, seek reimbursement from the same condition as receivedtenant improvement allowance for improvements made at the commencement of lease term, or first installed, subject to later during 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 initial five (5) days of such earlier termination date) shall be deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (year lease term; provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord the cost of removal thereof pursuant to this Paragraph 24), and restore the Premises to its original condition as portion of the Delivery Date but with initial tenant improvement allowance not used during the Warm Shell Improvements in place initial five (or with respect 5) year lease term shall cease 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 thereofbe eligible for Tenant's reimbursement.

Delivery of Premises. At the end The Premises shall be made available to Tenant for commencement of the Term Work from and after the Commencement Date, provided Tenant has first obtained such Permits (Site Permits or any renewal thereof or other sooner termination Construction Permits, as the case may be) as are necessary for commencement of this Leasethe applicable Work, Tenant will peaceably deliver executed and delivered the necessary construction contracts, established the construction disbursing escrow and delivered to Landlord possession of the insurance certificates, contract assignments, consents and bonds provided for in Section 4(e). Prior to commencing any Work on or at 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 costrisk, 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith shall cause a resubdivision plat and revised legal description of the Premises to be prepared by a licensed Missouri surveyor in accordance with all due diligence remove 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 sufficient to 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 shall bear the cost of any surveying of the Adjacent Parcel required to effect the resubdivision and any other resubdivision costs allocable to the Adjacent Parcel, with any such allocation between Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by and Landlord to be removed (provided, however, that upon based on the written request relative size of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord parcels unless the cost of removal thereof pursuant in question relates solely 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 thereofone parcel.

Delivery of Premises. At 3.1 Tenant agrees to take the end Premises in their "As Is" condition on the Commencement Date, unless Landlord has agreed to construct improvements to the Premises, as 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, Landlord has agreed to incur costs not to exceed $83,712 (the "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 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 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 accordance with the Plans and Specifications, and that the Premises are in good and satisfactory condition at the time possession is taken. Unless otherwise specified in the Plans and Specifications, all materials used in the construction of the Premises shall be 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 renewal thereof 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 sooner termination reason, Landlord shall not be subject to any liabil ity for failure to give possession on said date and the 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 shall have given Tenant written notice that the Premises are substantially ready for Tenant's occupancy. If per mission is given to Tenant to enter into the possession of the Premises or to occupy premises other than the Premises prior to the date specified as the Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease, Tenant will peaceably deliver except as to the covenant to pay rent. Notwithstanding anything herein to the contrary, in the event Landlord possession has not commenced construction of the PremisesPremises by June 1, together with all improvements or additions 1996, and provided any such delays were not caused by delays beyond Landlord's reasonable control, then Tenant may cancel this Lease upon or belonging notice in writing to Landlord, by whomsoever made, in substantially the same condition as received, or first installed, subject and neither party shall have any further obligation 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration 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 thereofother.

Delivery of Premises. At the end Commencement of the Term or any renewal thereof or other sooner termination of this Lease, Tenant will peaceably Tenant's Work --------------------------------------------------- a. Landlord shall deliver to Landlord possession of the Premises, together with all improvements or additions upon or belonging Premises to Landlord, by whomsoever made, Tenant as and when provided in substantially the same condition as received, or first installed, subject Section 3 to the terms of Paragraphs 6, 21 and 39, subject Rider to normal wear and tear and the rights and obligations Lease. All of the parties concerning casualty damage pursuant terms and provisions of the Lease shall be binding upon Tenant from and after the date on which Tenant takes possession of the Premises except that Rent shall accrue only from and after the Commencement Date as provided in the Lease. b. No construction work shall be undertaken or commenced by Tenant in the Premises until: (i) Landlord's Asbestos Abatement Work (as defined in Section 3 to Paragraph 20. Tenant may, upon the termination of this Rider to the Lease, remove all movable furniture and equipment belonging to Tenant, at Tenant's sole cost, ) has been completed (provided that Tenant repairs any damage caused may commence its work on Floor 3 if Landlord's Asbestos Abatement Work on such floor has been completed and the other conditions set forth in this Section 4(b) have been satisfied), (ii) Tenant's Plans have been submitted to and approved by such removal. Property not so removed Landlord, (iii) all necessary building permits have been obtained by the Expiration Date Tenant, (or in the event of an earlier termination, within five (5iv) days of such earlier termination date) shall be deemed abandoned all required insurance coverages have been obtained by Tenant, and title to the same shall thereupon pass evidence thereof provided to Landlord, (v) Tenant shall have delivered Tenant's Deposit, if applicable, to Landlord or to a title company selected by Landlord pursuant to Section 7 hereof, (vi) items required to be submitted to Landlord prior to commencement of construction of Tenant's Work have been so submitted and have been approved, where required, and (vii) Landlord has given written notice that the work can proceed, subject to such reasonable conditions as Landlord may impose. Upon Landlord agrees to give such expiration or sooner termination notice (and inform Tenant of such reasonable conditions (if any)) promptly after satisfaction of the Term, Tenant shall upon demand by Landlord, at Landlord's election either requirements of items (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications through (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed upon the expiration or sooner termination vi) 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord the cost of removal thereof pursuant to this Paragraph 24Section 4(b), 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. At the end (a) Landlord Delivery of the Term or any renewal thereof or Building. Landlord shall be responsible for delivering the Building in good workmanlike condition, including but not limited to; foundation, roof, structural walls and supports, 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 sooner termination areas outside the Building. (b) Landlord Delivery of this Leasethe Premises (Base Building Conditions). Landlord shall be responsible for delivering the existing Premises in 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 repair Landlord’s Base Building Conditions. All systems within the Premises shall be delivered in working condition; however, Tenant will peaceably deliver accepts the Premises in “as is” condition relative to Landlord possession 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)), together Landlord shall be responsible for constructing the Demising 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 improvements or additions upon or belonging to Landlord, by whomsoever made, in substantially local and state codes and ordinances. (d) Intentionally omitted. COMMERCIAL LEASE (e) Base Building Plans / As-Built Drawings. Landlord shall be responsible for providing CAD drawings of the same current As-Built condition as received, or first installed, subject to of the terms of Paragraphs 6, 21 and 39, subject to normal wear and tear Premises 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, current Base Building condition at Landlord's election either (i) at Tenant's ’s sole cost and expense, forthwith . (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 costs associated with all due diligence remove any ADA and TAS compliance for Tenant Modifications (as defined Improvement projects shall be included in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration 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 thereofAllowance.

Delivery of Premises. At the end Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Term or any renewal thereof or other sooner termination of this LeasePremises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant will peaceably deliver to Landlord shall accept possession of the Premises, together with all improvements or additions upon or belonging to Landlord, by whomsoever made, Premises in substantially the same condition as received, or first installedits then existing "AS-IS" condition, subject to the terms of Paragraphs 6Section 2.3, 21 below. Landlord shall deliver the Premises to Tenant promptly following the later to occur of (i) the full execution and 39delivery of this Lease by Landlord and Tenant, subject to normal wear and tear (ii) termination of the lease with, and the rights and obligations vacancy of the parties concerning casualty damage 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 provided hereinbelow, all of the terms and conditions of the Lease shall apply as though the Lease Commencement Date had occurred (although the Lease Commencement Date shall not actually occur until the occurrence of the same pursuant to Paragraph 20. Tenant maythe terms of Section 2.1, above) upon the termination of this LeaseDelivery Date; provided, remove all movable furniture and equipment belonging however, notwithstanding the foregoing, Tenant shall have no obligation to Tenantpay Base Monthly Rent attributable to the Premises, at or Tenant's sole costShare of Project Expenses attributable to the Premises, provided that during any such period prior to the Lease Commencement Date. At any time following the Delivery Date, Landlord may deliver to Tenant repairs any damage caused by such removal. Property not so removed by the Expiration Date (or a notice in the event form attached to this Lease as Exhibit C as a confirmation only of an earlier terminationthe information set forth therein, which Tenant shall execute and return to Landlord within five (5) days of such earlier termination date) shall be deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (receipt thereof; provided, however, that upon the written request of Tenant prior Tenant's failure to installation of timely execute and return such Tenant Modifications, Tenant Improvements or Alterations, notice to Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord the cost of removal thereof pursuant to this Paragraph 24), and restore the Premises to its original condition as deemed Tenant's acknowledgement of the Delivery Date but with truth of the Warm Shell Improvements information set forth 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 thereofnotice.

Delivery of Premises. At Tenant agrees that (a) Tenant is leasing the end of the Term or any renewal thereof or other sooner termination of this Lease, Tenant will peaceably deliver to Landlord possession of the Premises, together with all improvements or additions upon or belonging to Landlord, by whomsoever made, Premises in substantially the same condition as received, or first installed"AS IS" condition, subject to the terms following clause, (b) Landlord shall have no obligation to perform any work or to supply any materials whatsoever to prepare the Premises for Tenant's occupancy (including, without limitation, the making of Paragraphs 6any improvements or repairs to the Premises or any other portion of the Unit) other than Landlord's Work which shall be performed in accordance with and subject to the provisions of the Work Letter attached hereto as Exhibit D (the "Work Letter"), 21 and 39(c) except as disclosed in Exhibit N attached hereto, Landlord and Landlord's agents have made no representations, warranties or promises whatsoever with respect to the Premises, the Unit, the Building, the land underlying the Building, the rents, leases, Taxes, Operating Expenses or any other matter or thing, except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in this Lease. Tenant represents and warrants that it is familiar with the Premises, the Common Elements of the Building and the utilities and other services servicing the Building and has inspected same. The taking of occupancy of the whole or any part of the Premises by Tenant shall be conclusive evidence, as against Tenant, that, subject to normal wear and tear and the rights and obligations Landlord's completion of the parties concerning casualty damage pursuant punch list items to be completed by Landlord in accordance with Paragraph 20. Tenant may10 of Exhibit D, 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord the cost of removal thereof pursuant to this Paragraph 24), and restore the Premises to its original condition were substantially as of the Delivery Date but with the Warm Shell Improvements in place (or with respect to Tenant Modificationsshown on Exhibit A, restore the Base Building to its condition prior to such Tenant Modifications being made), subject to the foregoing; or (ii) pay Landlord Tenant accepts possession of the reasonable estimated cost thereof.same, (iii) the Premises and the Building were in good and satisfactory condition at the time such occupancy was so taken and (iv) Landlord's Work has been performed in accordance with Exhibit D.

Delivery of Premises. At 4.1 As-Is. Landlord shall deliver the end Premises to Tenant in its current "as-is" condition with all faults promptly following execution of this Lease and receipt of the Term 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 any renewal thereof improvements to the Premises but shall pay the Allowance pursuant to Exhibit B attached hereto. Tenant shall be responsible for all construction or other sooner termination alterations of this Lease, the Premises necessary to ready the Premises for Tenant's use and occupancy (the "Tenant will peaceably 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 a portion of the Premises containing approximately 1,000 square feet has been leased to Acucela on a month to month basis. Landlord shall terminate the Acucela lease promptly after the Effective Date and shall deliver to 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 that portion of the parties concerning casualty damage pursuant Premises to Paragraph 20Tenant immediately upon surrender thereof by Acucela. 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or required to pay rent on the Acucela space until Landlord the cost of removal has delivered possession 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 thereofTenant.

Delivery of Premises. At 4.1 As-Is. Landlord shall deliver the end Premises to Tenant in its current “as-is” condition with all faults promptly following execution of this Lease and receipt of the Term 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 any renewal thereof improvements to the Premises but shall pay the Allowance pursuant to Exhibit B attached hereto. Tenant shall be responsible for all construction or other sooner termination alterations of this Lease, the Premises necessary to ready the Premises for Tenant’s use and occupancy (the “Tenant will peaceably 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 a portion of the Premises containing approximately 1,000 square feet has been leased to Acucela on a month to month basis. Landlord shall terminate the Acucela lease promptly after the Effective Date and shall deliver to 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 that portion of the parties concerning casualty damage pursuant Premises to Paragraph 20Tenant immediately upon surrender thereof by Acucela. 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter), Tenant Improvements or Alterations made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or required to pay rent on the Acucela space until Landlord the cost of removal has delivered possession 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 thereofTenant.

Delivery of Premises. At (a) Landlord shall deliver the end of the Term or any renewal thereof or other sooner termination of this Lease, Premises to Tenant will peaceably deliver to Landlord possession of the Premises, together with all improvements or additions upon or belonging to Landlord, by whomsoever made, in substantially the same its “as-is” 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord's election either without (i) at Tenant's sole cost and expenseany obligation on Landlord’s part to undertake any improvements or alterations therein, forthwith and with all due diligence remove any except for the Tenant Modifications Improvements (as defined in Exhibit C) or Latent Defects (as hereinafter defined); or (ii) any representations or warranties regarding the Work Lettercondition 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 xxxxx Base Rental and Tenant’s Pass-Through Costs following the Commencement Date by one (1) day for each day occurring between the Expected Commencement Date and the Commencement Date; (ii) if the Commencement Date does not occur on or prior to the date which is thirty (30) days following the Expected Commencement Date (the “Late Delivery Additional Abatement Date”), then Tenant Improvements 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 xxxxx 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 Alterations made 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 a 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), the 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 for Tenant Delay (and therefore by definition, the account of Tenant, designated by Late Delivery Additional Abatement Date and the Late Delivery Outside Date shall also so delayed). Any termination under this Section 2.2(b) shall be effective on the date (the “Late Delivery Termination Date”) which is thirty (30) days after the date on which Landlord to be removed (receives the Late Delivery Termination Notice; provided, however, that upon if the written request of Tenant Commencement Date occurs on or prior to installation the Late Delivery Termination Date, then at Landlord’s option Tenant’s termination of such this Lease shall be null and void and of no further force and effect, and the Lease shall continue in full force and effect as though Tenant Modificationshad never sent the Late Delivery Termination Notice. Upon any termination of the Lease in accordance with this Section 2.2(b), the Lease shall automatically terminate on the Late Delivery Termination Date and Landlord and Tenant Improvements shall each be released from any and all obligations or Alterationsliabilities under the Lease accruing after the Late Delivery Termination Date, except that Landlord shall advise return to Tenant at that time whether or not such specific Tenant Modification, Tenant Improvement or Alteration must be removed upon the expiration or sooner Commitment Deposit and Security Deposit within ten (10) business days after the Late Delivery Termination Date and except for any other obligations and liabilities which expressly survive any 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. At Landlord’s request, Tenant shall not be obligated promptly execute and return to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord a termination agreement prepared by Landlord documenting the cost termination of removal thereof this Lease pursuant to this Paragraph 24Section 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 obligations to Landlord (including the payment of rent and restore the Premises to its original condition other amounts) as of the Delivery Date but with the Warm Shell Improvements provided 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 thereofthis Lease.

Delivery of Premises. At the end If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Commencement Date, this Lease shall not be voidable, nor shall Landlord have any liability to Tenant for any loss or damages resulting therefrom, nor shall the Lease Term or any renewal thereof or other sooner termination of this Lease, Tenant will peaceably option term be extended. Upon cancellation in the event Landlord cannot deliver to Landlord possession of the Premises, together neither party shall have any liability to the 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 common with all improvements or additions upon or belonging to Landlordother tenants in the Property, by whomsoever made, in substantially the same condition as received, or first installed, and subject to the terms of Paragraphs 6, 21 rules and 39, subject regulations referred 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 in 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 deemed abandoned by Tenant, and title to the same shall thereupon pass to Landlord. Upon such expiration or sooner termination those portions of the TermProperty which are provided, Tenant shall upon demand from time to time, for use in common by Landlord, at 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's election either (i) at Tenant's sole cost and expense, forthwith and with all due diligence remove any Tenant Modifications (as defined in the Work Letter)its discretion, Tenant Improvements or Alterations made by or including certain areas designated for the account exclusive use of Tenantcertain tenants, designated or to be shared by Landlord and certain tenants, are collectively referred to herein as the "Common Areas"). The manner in which the Common Areas are maintained and operated shall be removed (at the sole discretion of Landlord and the use thereof shall be subject to such reasonable rules, regulations and restrictions as Landlord may make from time to time; provided, however, that upon (i) Landlord shall not discriminate against Tenant in the written request of Tenant prior to installation enforcement of such Tenant Modifications, Tenant Improvements or Alterations, Landlord shall advise Tenant at that time whether or not rules and regulations; and (11) in the event of conflict between such specific Tenant Modification, Tenant Improvement or Alteration must be removed upon rules and regulations (and any modifications thereto) and the expiration or sooner termination terms of this Lease, and this Lease shall control. Landlord reserves the right to close temporarily, make alterations or additions to, or change 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 obligated to remove such Tenant Modification, Tenant Improvement or Alteration or to pay Landlord the cost location of removal thereof pursuant to this Paragraph 24), and restore the Premises to its original condition as elements of the Delivery Date but with Property and the Warm Shell Improvements in place (Common Areas; provided, however, that Landlord shall use commercially reasonable efforts not to make any material alterations or with respect additions to Tenant ModificationsTenant's designated parking spaces, restore the Base Building nor take any action to its condition materially block access thereto, without prior written notice to such Tenant Modifications being made), subject to the foregoing; or (ii) pay Landlord the reasonable estimated cost thereofTenant.