Common use of Punch List Clause in Contracts

Punch List. Prior to the Closing, Purchaser agrees to participate in a walk-through of the Unit ("Walk-Through") with Seller's representative in order to compile a list of items the parties mutually agree need correction, which are apparent at the time of inspection ("Walk-Through List"), which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreement.

Punch List. Prior to Upon notification from the ClosingContractor that the Hotel is Substantially Completed and ready for inspection, Purchaser agrees to participate in Seller shall prepare a walk-through “punch list” with the assistance of the Unit ("Walk-Through") Architect and the Franchisor. Seller acknowledges that final acceptance of the work on the Hotel shall be made only with Seller's representative in order to compile a list the approval of items the parties mutually agree need correction, which are apparent at Franchisor. A copy of the time of inspection ("Walk-Through List"), which Walk-Through Punch List shall be signed by both Purchaser submitted to Buyer for its review and Sellercomments. If Purchaser fails or refuses to complete The costs of completing the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is Punch List Items that are not an agent or employee completed as of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject as reasonably estimated by the Seller with the approval of Buyer, such approval not to Force Majeure. Purchaser understands be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and agrees shall be disbursed to Seller only upon Buyer’s reasonable determination that paving, exterior cement work, landscaping, final exterior finish and some components all of the Project may Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be completed when permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a temporary timely manner all costs associated with the Pre-Opening Program or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due otherwise related to the need for reasonable further work pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (to be noted on the Walk“Pre-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementOpening Costs”).

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary in Paragraph 6.A above, Purchaser agrees Tenant shall have thirty (30) days after the Commencement Date to participate provide Landlord with a written “punch list” pertaining to defects in the Tenant Improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch list, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all “punch list” items which the parties mutually reasonably agree need correctionare (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, which its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are apparent at the time of inspection ("Walk-Through List"not material, Landlord may elect, in its reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which Walk-Through List case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted in writing by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord’s expense, the “punch list” items without the Commencement Date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be signed by both Purchaser of no force and Seller. If Purchaser fails or refuses effect if Tenant shall fail to complete the Walk-Through or give any such notice to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty thirty (6030) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementLease.

Punch List. Prior to the Closing, Purchaser agrees to participate in Tenant has completed a walk-through inspection of the Unit Premises and the portions of the Building and common areas reasonable necessary for Tenant to conduct its business operations from the Premises ("Walk-Through") with Seller's representative in order to compile a list of items the parties mutually agree need correction, which are apparent at the time of inspection ("“Walk-Through List"Inspection”). Within five (5) business days after the Lease Reference Date, Tenant shall deliver to Landlord a list identifying: (a) any areas in which Landlord may not have achieved the Substantial Completion of the Shell Improvements as required herein, and (b) any incomplete or non-complying items of the Shell Improvements. If Tenant fails to provide any such list, or if the items contained in the list are solely minor punchlist items which will not prevent Tenant from using the Premises for the purposed intended and can be completed in thirty (30) days (“Punchlist Items”), which Walk-Through List the Substantial Completion of the Shell Improvements shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or deemed to have Purchaser's designee do so on Purchaser's behalf prior occurred as of the date identified in Landlord’s initial notice to ClosingTenant as the date of Substantial Completion of the Shell Improvements, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. provided that Landlord shall repair such Punchlist Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty thirty (6030) working days after preparation the date of the Walk-Through List or sixty (60) working days after Inspection. If Tenant does submit such a list, and the date of Closingitems set forth on the list are, subject to Force Majeure. Purchaser understands and agrees that pavingin fact, exterior cement work, landscaping, final exterior finish and some components part of the Project may Shell Improvements under this Lease and are not Punchlist Items, Landlord shall promptly commence and diligently pursue the completion and/or correction of such items within a reasonable time thereafter, and, in any event, the Substantial Completion of the Shell Improvements shall not be deemed to have occurred until the listed items are completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreementand/or corrected.

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary in Paragraphs 8 ("Acceptance and Surrender of Premises") and 46 (As-Is Basis") of this Lease, Purchaser agrees Tenant shall have thirty (30) days after the Commencement Date to participate provide Landlord with a written "punch list" pertaining to defects in the Building, the roof membrane, the HVAC system, and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed by Landlord. After such inspection as been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties mutually reasonably agree need correctionare to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, which are apparent its employees, agents or parties Tenant has contracted with to work on the Premises). Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the time "punch list" items without the Commencement Date of inspection ("Walk-Through List")the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to complete a crack in the Walk-Through or to sign the Walk-Through Listfoundation, or to have Purchaser's designee do so on Purchaser's behalf prior to Closingexterior walls that does not endanger the structural integrity of the building, Seller may either designate a qualified third party, who or which is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancylife-threatening, shall not provide a basis be considered material, nor shall Landlord be responsible for Purchaser repair of same. This Paragraph shall be of no force and effect if Tenant shall fail to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts give any such notice to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty thirty (6030) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementLease.

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary in Paragraph 6.A above, Purchaser agrees Tenant shall have thirty (30) days after the Commencement Date to participate provide Landlord with a written “punch list” pertaining to defects in the Tenant Improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch list, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all “punch list” items which the parties mutually reasonably agree need correctionare (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, which its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are apparent at the time of inspection ("Walk-Through List"not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which Walk-Through List case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord’s expense, the “punch list” items without the Commencement Date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be signed by both Purchaser of no force and Seller. If Purchaser fails or refuses effect if Tenant shall fail to complete the Walk-Through or give any such notice to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty thirty (6030) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementLease.

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary in ---------- Paragraphs 5 and 40 of this Lease, Purchaser agrees Tenant shall have thirty (30) days after the Commencement Date to participate provide Landlord with a written "punch list" pertaining to defects in the Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties mutually reasonably agree need correctionare (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written feral the defect and/or damaged item(s); in which are apparent at case, notwithstanding anything to the time of inspection contrary in said Lease Paragraph 5 ("Walk-Through ListAcceptance and Surrender"), which Walk-Through List Tenant shall not be signed responsible upon Lease Termination to repair said item(s) so noted by both Purchaser Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and SellerTenant's obligation to pay Rental thereunder being affected. If Purchaser fails or refuses to complete Notwithstanding the Walk-Through or to sign foregoing, a crack in the Walk-Through Listfoundation, or to have Purchaser's designee do so on Purchaser's behalf prior to Closingexterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, Seller may either designate a qualified third party, who or which is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancylife- threatening, shall not provide a basis be considered material, nor shall Landlord be responsible for Purchaser repair of same. This Paragraph shall be of no force and effect if Tenant shall fail to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts give any such notice to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty thirty (6030) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeurethis Lease. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work | | | | | | | | (to be noted on the Walk-Through List with respect to the UnitThis Space Left Blank Intentionally) shall constitute a default by Purchaser under this Agreement.| | | | | | Initial: ^ILLEGIBLE^ ----------- [DIAGRAM: FLOOR PLAN OF 733 PALOMAR 3]

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary ---------- in Paragraphs 7 ("Tenant Maintenance") and 40 ("'As-Is' Basis") of this Lease, Purchaser agrees Tenant shall have thirty (30) days after the Commencement Date to participate provide Landlord with a written "punch list" pertaining to defects in the Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties mutually reasonably agree need correctionare to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, which are apparent its employees, agents or parties Tenant has contracted with to work on the Premises). Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the time "punch list" items without the Commencement Date of inspection ("Walk-Through List")the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to complete a crack in the Walk-Through or to sign the Walk-Through Listfoundation, or to have Purchaser's designee do so on Purchaser's behalf prior to Closingexterior walls that does not endanger the structural integrity of the building, Seller may either designate a qualified third party, who or which is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancylife-threatening, shall not provide a basis be considered material, nor shall Landlord be responsible for Purchaser repair of same. This Paragraph shall be of no force and effect if Tenant shall fail to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts give any such notice to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty thirty (6030) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementLease.

Punch List. Prior to the Closing, Purchaser agrees to participate in a walk-walk- through of the Unit ("Walk-Through") with Seller's representative in order to compile a list of items ofitems the parties mutually agree need correction, which are apparent at the time of inspection ("Walk-Walk- Through List"), which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreement.

Punch List. Prior to the Closing, Purchaser Xxxxxxxxx agrees to participate in a walk-walk- through of the Unit ("Walk-Through") with Seller's representative in order to compile a list of items ofitems the parties mutually agree need correction, which are apparent at the time of inspection ("Walk-Walk- Through List"), which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser Xxxxxxxxx understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreement.

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary in Paragraphs 8 and 45 of this Lease, Purchaser agrees Tenant shall have fifteen (15) days after the Commencement Date to participate provide Landlord with a written "punch list" pertaining to defects in the Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties mutually reasonably agree need correctionare to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, which are apparent its employees, agents or parties Tenant has contracted with to work on the Premises). Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the time "punch list" items without the Commencement Date of inspection ("Walk-Through List")the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to complete a crack in the Walk-Through or to sign the Walk-Through Listfoundation, or to have Purchaser's designee do so on Purchaser's behalf prior to Closingexterior walls that does not endanger the structural integrity of the building, Seller may either designate a qualified third party, who or which is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancylife-threatening, shall not provide a basis be considered material, nor shall Landlord be responsible for Purchaser repair of same. This Paragraph shall be of no force and effect if Tenant shall fail to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts give any such notice to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty fifteen (6015) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementLease.

Punch List. Prior Upon the written request of Tenant or Landlord made no later than five days after the Lease Commencement Date, Landlord and Tenant shall conduct a walk through inspection of the Property within thirty (30) days after the Lease Commencement Date (or such other time mutually acceptable to the Closing, Purchaser parties) and reasonably agree on any “punch-list” items referred to in Section 1.06 above. Landlord agrees to participate exercise its reasonable efforts to complete such agreed upon punch-list items as soon as reasonably practicable after such walk through inspection, and in a walkany event, subject to Unavoidable Delays, such punch-list items shall be completed by Landlord within forty-five (45) days after such walk through inspection by Landlord and Tenant. Subject to Unavoidable Delays, in the event that Landlord fails to complete such punch-list items within such forty-five (45) day period, Tenant shall have the right, but not the obligation, to perform such work on Landlord’s account, in which event Landlord shall reimburse Tenant for all reasonable costs and expenses incurred by Tenant in connection therewith within thirty (30) days after Landlord’s receipt of an invoice therefor from Tenant (failing which Tenant shall (without limiting its other rights and remedies) have the Unit ("Walk-Through") with Seller's representative offset rights described in Section 30.02 below). Tenant agrees to permit Landlord reasonable access to the Premises, subject to the provisions of this Lease, in order to compile complete any such punch-list work, and Landlord agrees to perform such punch-list work in a manner that does not unreasonably interfere with Tenant’s use and occupancy of the Premises or the other portions of the Property which Tenant has the right to use hereunder. Notwithstanding the foregoing, if such punch-list of items work cannot reasonably be completed within the parties mutually agree need correction, which are apparent at above-referenced forty-five (45) day period and the time of inspection delay is not due to an Unavoidable Delay ("Walk-Through List"and the failure to perform such warranty work will not result in an emergency or hazardous condition), which Walkthen as long as Landlord has commenced the punch-Through List list work during such forty-five (45) day period, and at all times diligently pursues the completion of such work, Landlord shall be signed by both Purchaser and Seller. If Purchaser fails or refuses given such additional time as is reasonably necessary to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement such work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreement.

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary in ---------- Paragraphs 10 and 45 of this Lease, Purchaser agrees Tenant shall have thirty (30) days after the Commencement Date to participate provide Landlord with a written "punch list" pertaining to defects in the Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties mutually reasonably agree need correctionare (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which are apparent at case, notwithstanding anything to the time of inspection contrary in said Lease Paragraph 8 ("Walk-Through ListAcceptance and Surrender"), which Walk-Through List Tenant shall not be signed responsible upon Lease Termination to repair said item(s) so noted by both Purchaser Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and SellerTenant's obligation to pay Rental thereunder being affected. If Purchaser fails or refuses to complete Notwithstanding the Walk-Through or to sign foregoing, a crack in the Walk-Through Listfoundation, or to have Purchaser's designee do so on Purchaser's behalf prior to Closingexterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, Seller may either designate a qualified third party, who or which is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancylife- threatening, shall not provide a basis be considered material, nor shall Landlord be responsible for Purchaser repair of same. This Paragraph shall be of no force and effect if Tenant shall fail to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts give any such notice to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty thirty (6030) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementLease.

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary in Paragraphs 5 and 40 of this Lease, Purchaser agrees Tenant shall have thirty (30) days after the Commencement Date to participate provide Landlord with a written "punch list" pertaining to material defects in the Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties mutually reasonably agree need correctionare (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged items) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which are apparent at case, notwithstanding anything to the time of inspection contrary in said Lease Paragraph 5 ("Walk-Through ListAcceptance and Surrender"), which Walk-Through List Tenant shall not be signed responsible upon Lease Termination to repair said items) so noted by both Purchaser Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and SellerTenant's obligation to pay Rental thereunder being affected. If Purchaser fails or refuses to complete Notwithstanding the Walk-Through or to sign foregoing, a crack in the Walk-Through Listfoundation, or to have Purchaser's designee do so on Purchaser's behalf prior to Closingexterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, Seller may either designate a qualified third party, who or which is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancylife threatening, shall not provide a basis be considered material, nor shall Landlord be responsible for Purchaser repair of same. This Paragraph shall be of no force and effect if Tenant shall fail to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts give any such notice to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty thirty (6030) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementLease.

Punch List. Prior to the Closing, Purchaser agrees to participate in a walk-through Upon Substantial Completion (as defined below) of the Unit Work, LESSOR shall request the CEO/Real Estate Services Manager’s approval and acceptance of such Work, which approval will not be unreasonably withheld or delayed. Said approval shall be manifested by a letter from the CEOCEO Facilities Services Manager ("Walk-Through") with Seller's representative in order “CEO Letter”), and may be subject to compile a list completion of items on a “punch list,” which shall be generated by COUNTY and included in the parties mutually agree need correctionCEO Letter. COUNTY shall not be required to send the CEO Letter until COUNTY is satisfied that all of the Work has reached Substantial Completion (other than punch list items, which are apparent at the time of inspection if any) pursuant to this Lease in COUNTY’s sole but reasonable discretion. As used in this Clause 8 ("Walk-Through List"D), which Walk“Substantial Completion” means that the Work shall have been completed in accordance with the provisions of this Lease and any mutually approved plans and specifications, such that the Premises may continue to be occupied by COUNTY for the intended purposes subject to “punch list” items, if any. In the event COUNTY’s approval and acceptance of the Work is given along with a punch list, LESSOR shall complete all punch list items within twenty-Through List shall be signed by both Purchaser and Sellerone (21) working days following receipt of the CEO Letter. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete Should the items on the Walkpunch list not be completed within twenty-Through List one (21) working days other than as a result of actions (or inactions) of COUNTY, LESSOR shall be obligated to pay a penalty to COUNTY of Five Hundred ($500) per day for the period from the Completion Date through the date that all punch list items have been completed.” CONSTRUCTION (4.1 S) LESSOR hereby agrees to complete, at Seller’s expense LESSOR's expense, within one hundred eighty (180) calendar days after the later date first written above, alterations, repairs, and other work (the "Work") in accordance with space plan dated April 10, 2007, and Specifications dated April 6, 2007, attached hereto and made a part hereof as "Exhibit C." Should LESSOR fail to occur complete the Work within one hundred eighty (180) calendar days after execution of the Lease by COUNTY, COUNTY shall reduce subsequent rent due LESSOR by Five Hundred Dollars ($500) for each day the completion date of the Work exceeds the above mentioned 120‑day period. Said amount shall be considered as liquidated damages to compensate COUNTY for costs incurred as a result of such LESSOR‑caused delay. In addition to the amount stated above, COUNTY may, at COUNTY's sole option, upon giving written notice to LESSOR prior to the completion of the Work, terminate the Lease. In the event of such termination, this Lease shall terminate on the date specified in such notice and neither party shall have any further right or obligation to the other with respect to this Lease or the Premises. All planning and architectural/design costs required to accomplish the Work shall be LESSOR's responsibility. All plans and working drawings for the Work shall have the approval of COUNTY. Approval by COUNTY of said plans and work drawings shall not relieve LESSOR of the responsibility for complying with all applicable codes and construction requirements, nor of obtaining necessary permits or approvals from the authorities of proper jurisdiction. Subsequent to the completion of the Work, and prior to occupancy by COUNTY, LESSOR shall obtain COUNTY's approval and acceptance of the Work. Said approval shall be manifested by letter from the Risk Manager, and may be subject to completion of items on a "punch list." Said punch list will be generated by COUNTY. COUNTY shall have the option not to accept the Premises prior to completion of all items on any such punch list. In the event COUNTY's approval and acceptance of the Premises is given prior to the completion of a punch list, LESSOR shall have twenty-one (21) working days following receipt of said punch list to complete all remaining work contained therein. Should the items on the punch list not be completed within twenty-one (21) working days, COUNTY shall have the option to complete the Work and deduct the cost thereof, including labor, materials, and overhead from any rent payable. PAINTING BY LESSOR (4.2 S) Within sixty (60) working days after preparation commencement of the Walk-Through List sixth year of the lease term, LESSOR shall repaint, at LESSOR'S sole expense, all painted surfaces within the Premises. Said painting shall be accomplished during hours other than COUNTY's normal working hours. LESSOR shall be responsible for the movement and subsequent replacement of all furniture, window coverings, and fixtures necessary to repaint the Premises. COUNTY shall, at its own cost and expense, be responsible for the movement and subsequent replacement of all computer equipment, electronic equipment, any other communication equipment, all otherwise sensitive equipment or sixty files and for the personal effects of the COUNTY’s employees. Said paint shall be of a kind and quality in accordance with Exhibit C. The cost of said repainting shall not be included in the operating costs for the building for the purpose of operating cost adjustments. At COUNTY's sole option, COUNTY may elect to defer said repainting. Said deferral shall not release LESSOR from the obligation to repaint. Should COUNTY elect to defer said repainting, the Risk Manager, at least thirty (30) days prior to the scheduled repainting date, shall notify LESSOR in writing of COUNTY's decision to defer said repainting. This notice shall include the date COUNTY wishes the repainting to take place. Should LESSOR fail to comply with the provisions of this clause, COUNTY shall have the option to complete said repainting and deduct the cost thereof from any rent payable. // CARPETING BY LESSOR (4.3 N) If after commencement of the sixth year of the lease term, COUNTY determines that carpeted surfaces within the Premises needs replacement due to excessive wear or fading, severe spotting, or excessive damage, LESSOR shall recarpet, at LESSOR's sole expense, all carpeted surfaces within the Premises that COUNTY determines needs replacement within reason. Said recarpeting shall be accomplished during hours other than COUNTY's normal working hours. LESSOR shall be responsible for the movement and subsequent replacement of all furniture and fixtures necessary to recarpet the Premises. COUNTY shall, at its own cost and expense, be responsible for the movement and subsequent replacement of all computer equipment, electronic equipment, any other communication equipment, all otherwise sensitive equipment or files and for the personal effects of the COUNTY’s employees. Said carpet shall be of a kind and quality in accordance with Exhibit C. The cost of said recarpeting shall not be included in the operating costs for the building for the purpose of operating cost adjustments. At COUNTY'S sole option, COUNTY may elect to defer said recarpeting. Said deferral shall not release LESSOR from the obligation to recarpet. Should COUNTY elect to defer said recarpeting, the Risk Manager, at least thirty (30) days prior to the scheduled recarpeting date, shall notify LESSOR in writing of COUNTY'S decision to defer said recarpeting. This notice shall include the date COUNTY wishes the recarpeting to take place. Should LESSOR fail to comply with the provisions of this clause, COUNTY shall have the option to complete said recarpeting and deduct the cost thereof from any rent payable. ALTERATIONS (4.4 S) COUNTY may make improvements and changes in the Premises, including but not limited to the installation of fixtures, partitions, counters, shelving, and equipment as deemed necessary or appropriate. It is agreed that any such fixtures, partitions, counters, shelving, or equipment attached to or placed upon the Premises by COUNTY shall be considered as personal property of COUNTY, who shall have the right to remove same. COUNTY agrees that the Premises shall be left in as good condition as when received, reasonable wear and tear excepted. ORANGE COUNTY TELECOMMUNICATIONS NETWORK (OCTNET) (4.5 N) LESSOR agrees that COUNTY may install, at COUNTY's sole cost and expense and subject to the prior written approval of LESSOR, which approval shall not be unreasonably withheld, telecommunication devices in, on, or around the Premises and LESSOR's building in accordance with COUNTY's OCTNET plans and specifications provided that the provisions of the clause entitled (ALTERATIONS) shall be applicable to such work. It shall be COUNTY's responsibility to obtain all governmental permits and/or approvals required for such installation; however, LESSOR shall reasonably cooperate with COUNTY as necessary or appropriate, to obtain said permits and/or approvals. REPAIR, MAINTENANCE, AND JANITORIAL SERVICES (5.1 S) LESSOR shall provide at its own cost and expense all repair, maintenance, (including fire extinguishers), and janitorial supplies and services to Premises, including but not limited to the repair, maintenance, and replacement as necessary, of the Heating, Ventilation, Air Conditioning (“HVAC”) system. During all operating hours the HVAC system serving the Premises shall be capable of maintaining the Premises at 78º Dry Bulb at a maximum range of 40% to 60% Relative humidity during the summer when the outdoor temperature is 95º Dry Bulb, and at 68º Dry Bulb in the winter when the outside temperature is 35º Dry Bulb. In order for the COUNTY to comply with the California Code of Regulations, Title 8, Section 5142, and as it may be subsequently amended, LESSOR shall inspect the HVAC system at least once every month or on a schedule agreed to in writing by LESSOR and COUNTY, and provide repair and maintenance accordingly. LESSOR’s inspections and maintenance of the HVAC system shall be documented in writing. The LESSOR shall at a minimum maintain a record of: (a) working days after the name of the individual(s) inspecting and/or maintaining the system, (b) the date of Closingthe inspection and/or maintenance, and (c) the specific findings and actions taken. The LESSOR shall ensure that such records are retained for at least five (5) years. The LESSOR shall make all HVAC records required by this section available to COUNTY for examination and copying, within forty-eight (48) hours of a written request. LESSOR acknowledges that COUNTY may be subject to Force Majeurefines and/or penalties for failure to provide said records to regulatory agencies within the given timeframes. Purchaser understands and agrees that pavingShould COUNTY incur fines and/or penalties as a direct result of LESSOR’s failure to provide said records to COUNTY, exterior cement workLESSOR shall reimburse COUNTY for said fines and/or penalties within thirty (30) days upon written notice. Should LESSOR fail to reimburse COUNTY within thirty (30) days, landscaping, final exterior finish and some components COUNTY may deduct the amount of the Project fine and/or penalty from any rent payable. Janitorial supplies and services shall be provided on a five-day-per-week basis in accordance with Exhibit D (JANITORIAL SPECIFICATIONS) attached hereto and made a part hereof. If LESSOR fails to provide satisfactory repair, maintenance, and janitorial services to the Premises, the Risk Manager may notify LESSOR in writing; and if LESSOR does not instigate measures to provide satisfactory service and/or to remedy the unsatisfactory conditions within four (4) days after COUNTY has placed such notice in the mail to LESSOR directed to the address shown for LESSOR in the clause entitled (NOTICES) below, or has personally delivered such notice to LESSOR, COUNTY may provide the repair, maintenance, and/or janitorial service necessary to remedy the unsatisfactory condition and assure satisfactory service or have others do so, and deduct the cost thereof, including labor and materials from any rent payable. If LESSOR fails to provide satisfactory janitorial supplies to Premises, the Risk Manager, may notify LESSOR either verbally or in writing; and if LESSOR does not provide janitorial supplies within twenty-four (24) hours after LESSOR has received such written notice from COUNTY, COUNTY may provide the janitorial supplies necessary or have others do so, and deduct the cost thereof, including labor and materials from any rent payable. If LESSOR or its representative cannot be completed when a temporary contacted by COUNTY for emergency repairs and/or services the same day any emergency repairs and/or services are necessary to remedy the emergency condition, or conditional certificate of occupancy if LESSOR following such contact by COUNTY is issued unable or refuses to make the necessary repairs within reason or provide the necessary services, COUNTY may at its option have the necessary repairs made and/or provide services to remedy the emergency condition, and that Seller will complete such pavingdeduct the cost thereof, exterior cement work, landscaping including labor and final exterior finish work as soon as practicable thereaftermaterials from any rent payable. Purchaser’s refusal Should COUNTY be forced to close this transaction shut down its operations within the Premises due to LESSOR's failure to provide services required by this clause, LESSOR shall be responsible for the need for reasonable further work (to be noted on the Walk-Through List with respect cost, to the UnitCOUNTY, of such a shutdown. LESSOR shall provide COUNTY with a complete copy of the janitorial contract covering the Premises, including the janitorial schedule and any other exhibits. UTILITIES (5.2 N) LESSOR shall constitute be responsible for and pay, prior to the delinquency date, all charges for utilities supplied to the Premises except telephone, which shall be the obligation of COUNTY. Should LESSOR fail to provide utility service to the Premises, COUNTY may provide such service and deduct the cost thereof, including overhead, from any rent payable. LESSOR shall provide said services during normal business hours, which are 8:00 a.m. to 6:00 p.m. Monday through Friday, and 8:00 a.m. to 12:00 p.m. Saturday (Holidays of the County of Orange excepted). Should COUNTY require utility services at times other than during normal business hours, COUNTY shall pay LESSOR Fifty Dollars ($50) for each hour utility services are used during times other than normal business hours. LESSOR and COUNTY agree that said hourly rates will be charged in one-half hour increments with a default by Purchaser under this Agreement.two (2) hour minimum. LESSOR shall provide COUNTY with a written statement of its monthly usage in the form of an invoice, which shall include a statement showing the date, time, location and duration of such usage, along with a summary of the COUNTY’s monthly charges. COUNTY shall pay LESSOR for excess usage with the following month’s rent as Additional Rent. INSURANCE (5.3 S)

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary in ---------- Paragraphs 5 and 40 of this Lease, Purchaser agrees Tenant shall have thirty (30) days after the Commencement Date to participate provide Landlord with a written "punch list" pertaining to defects in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, mid both parties shall sign, a list of all "punch list" items which the parties mutually reasonably agree need correctionare (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s):in which are apparent at case, notwithstanding anything to the time of inspection contrary in said Lease Paragraph 5 ("Walk-Through ListAcceptance and Surrender"), which Walk-Through List Tenant shall not be signed responsible upon Lease Termination to repair said item(s) so noted by both Purchaser Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and SellerTenant's obligation to pay Rental thereunder being affected. If Purchaser fails or refuses to complete Notwithstanding the Walk-Through or to sign foregoing, a crack in the Walk-Through Listfoundation, or to have Purchaser's designee do so on Purchaser's behalf prior to Closingexterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, Seller may either designate a qualified third party, who or which is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancylife- threatening, shall not provide a basis be considered material, nor shall Landlord be responsible for Purchaser repair of same. This Paragraph shall be of no force and effect if Tenant shall fail to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts give any such notice to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty thirty (6030) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementLease.

Punch List. Prior As a condition of and prior to the Closing, Purchaser agrees Architect issuing a certificate to participate in a walk-through Tenant of the Unit Substantial Completion of the Initial Improvements (or of the Expansion Improvements by the Expansion Architect, if applicable), Landlord, ten (10) days prior to the date Landlord reasonably believes the Initial Improvements (or Expansion Improvements, if applicable) will be Substantially Complete, shall so advise Tenant, in writing. Promptly following such notice, Landlord, Contractor, Tenant and Architect (or the Expansion Architect in the instance of the Expansion Improvements, if applicable) shall make a joint physical inspection of the Initial Improvements (or of the Expansion Improvements, if applicable) to list the items of punch list work to be completed ("Walk-ThroughPunch List Items") with Seller's representative in order to compile a list and the duration of items the parties mutually agree need correction, which are apparent at the time of inspection ("Walk-Through List"), which Walk-Through List that shall be signed by both Purchaser and Seller. If Purchaser fails or refuses afforded to complete the Walk-Through same, subject to Permitted Delays. Punchlist List Items shall include minor corrective or minor incomplete items in respect to sign the Walk-Through ListInitial Improvements (or Expansion Improvements, if applicable). In the event Landlord, Contractor and Tenant are unable to agree on the Punch List Items or the time within which they shall be completed, the Architect's (or that of the Expansion Architect, if applicable) determination shall be binding on the Landlord, Contractor and Tenant, which determination in respect to have Purchaser's designee do so which items are included shall based solely on Purchaser's behalf prior to Closingthe determination of whether the item in question was constructed in substantial conformity with the Final Plans (or the Final Expansion Plans, Seller may either designate a qualified third partyif applicable). When the list of Punchlist List Items are determined as aforesaid, who is not an agent or employee Contractor, in the instance of Sellerthe Initial Improvements, to complete and the inspection on Purchaser's behalf before Landlord, in the Closinginstance of the Expansion Improvements, or, at Purchaser's election, Purchaser may waiveshall deliver, in writing, Purchaser's right its unconditional promise to participate in complete, subject to Permitted Delays, the inspection. applicable Punch List Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closingwithin thirty (30) days thereafter, or delay such longer period of time determined as aforesaid. In the Closing. Seller will use commercially reasonable efforts to cause its contractors event that the Contractor fails to complete the items on the Walk-Through Punch List at Seller’s expense Items within the later to occur of sixty times determined as aforesaid, then the Tenant, following fifteen (6015) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due prior written notice to the need for reasonable further work Landlord, shall have the right to complete the Punch List Items and deduct from the Base Rent a sum equal to Tenant's direct, out of pocket costs incurred in completing such incomplete Punch List Items, plus an administrative fee equal to ten percent (to be noted on the Walk-Through List with respect to the Unit10%) shall constitute a default by Purchaser under this Agreementof such costs.

Punch List. Prior If, at any time after the Facility has been Physically Completed, there exist any items requiring completion or correction, then the Seller agrees to use all reasonable diligence to complete or correct the items so that each conforms to the Closing, Purchaser agrees to participate Final Plans. In furtherance but not in a walk-through limitation of the Unit foregoing, within thirty ("Walk30) days after the Facility has been Physically Completed, the Seller and the Purchaser shall inspect the Facility and shall make a Punch-Through") with List of items requiring completion or correction. The execution of this Agreement shall be deemed to be the Seller's representative in written undertaking to complete or correct to Purchaser's reasonable satisfaction each such item within ninety (90) days after transfer of title, Seller further agreeing to permit Purchaser to complete any such items at Seller's expense if Seller has failed to complete the same within the ninety (90) day time period. In order to compile a list of items secure Seller's performance hereunder, each item on the parties mutually agree need correction, which are apparent at the time of inspection ("WalkPunch-Through List"), which Walk-Through List shall be signed by both Purchaser assigned a reasonable value based upon the Seller's and Seller. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior good faith estimate of the cost of completion or correction of the same and Purchaser shall be entitled to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete withhold from the inspection on Purchaser's behalf before Purchase Price 120% thereof (the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within "Punchlist Holdback") until the later to occur of sixty (60) working days after preparation the expiration of said 90 day period or the completion of the WalkPunch-Through List or sixty (60) working days after items by Purchaser, provided, however in the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components event of the Project may not completion thereof by Purchaser, the Purchaser shall be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such pavingentitled to retain from the Punchlist Holdback as reimbursement for the costs incurred, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due an amount equal to the need lesser of (i) the actual cost to correct or complete any such Punchlist item or (ii) 120% of the reasonable value assigned by the parties for reasonable further work (to be noted on the Walk-Through List with respect to correction or completion of the Unit) shall constitute a default by Purchaser under this Agreementsame.

Punch List. Prior In connection with and as a condition to the Closingachievement of Electrical Works Completion for a particular circuit and the achievement of WTG Mechanical Completion as to each WTG, Purchaser agrees to participate in Contractor shall develop a walk-through list (each, an “Interim Punch List”) setting forth parts of the Unit ("Walk-Through") with Seller's representative Work which remain to be performed in order to compile confirm that the Work fully complies with the terms of this Agreement. Contractor agrees that installation of the fiber optic cable and connection to the Project’s SCADA system is not an Interim Punch List Item. In addition to Contractor providing the Interim Punch List to Owner in accordance with this Article 7, Contractor shall also promptly provide a copy of such list to Owner upon Owner’s request. Contractor shall make such revisions to such list as and when requested by Owner from time to time. As a condition to Project Mechanical Completion, Contractor shall prepare and submit to Owner a comprehensive list (the “Punch List”) setting forth remaining Punch List Items, including any items from the Interim Punch Lists that have not been completed and also including a listing of Contractor deliverables required to be provided to Owner hereunder as a prerequisite to the achievement of Final Completion, including without limitation, Lien releases, As-Built Drawings, and other required documentation, as well as performance of Job Site clean-up and other post-construction activities, and also including Contractor’s reasonable estimate of the cost to complete each such Punch List Item. Contractor shall make such revisions to the Punch List as and when reasonably requested by Owner from time to time. The Owner shall reasonably estimate the cost to complete all items on the parties mutually Punch List that have not been completed. The Parties agree need correction, that with respect to Punch List Items that remain uncompleted and which are apparent preventing Final Completion, it may be more expedient for Owner to complete such Punch List Items, at the time of inspection ("Walk-Through List"), which Walk-Through List shall be signed by both Purchaser its sole election and Selleroption. If Purchaser fails or refuses Owner so elects, at its sole discretion, Owner may, in lieu of requiring Contractor to complete the Walk-Through or Punch List Items, require Contractor to sign pay to Owner an amount equal to one hundred percent (100%) of the Walk-Through commercial value of the remaining Punch List Items as established as provided above in this Section 7.5(b). Upon such election by Owner, such Punch List Items shall be deemed removed from the Punch List, or to . Owner shall have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser offset such amount owed by Contractor against any amounts owed by Owner to cancel this Agreement, withhold funds Contractor at the Closing, Final Completion or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser otherwise under this Agreement.

Punch List. Prior to the Closing, Purchaser agrees to participate in a walk-through When Landlord is of the Unit ("Walk-Through") opinion that the Work described in this Work Letter is complete, then the Landlord shall notify the Tenant of the date of substantial completion of the Work. Tenant agrees that following such notification Tenant will inspect the Premises at a mutually agreeable date and furnish to Landlord a written statement that the Premises have been substantially completed in accordance with Sellerthis Work Letter. Tenant shall also execute Landlord's representative in order to compile a list of items the parties mutually agree need correction, which are apparent at the time form of inspection report listing any items which Landlord and Tenant agree are not yet completed (the "Walk-Through Punch List"). If Tenant or Tenant's duly authorized representative does not appear for inspection on the date designated by Landlord, which Walk-Through List Tenant shall be signed by deemed to have accepted the Premises as substantially completed, and Landlord or its representative may, but shall not be obligated to, execute the Punch List on behalf of both Purchaser Landlord and SellerTenant. If Purchaser fails or refuses At the request of the Landlord, from time to complete time thereafter, the Walk-Through or to sign the Walk-Through Tenant shall, upon completion of items previously listed on a Punch List, promptly furnish to the Landlord a revised Punch List acknowledging completion of said item. Provided Punch List items would not materially impair the Tenant's use or to have Purchaser's designee do so on Purchaser's behalf prior to Closingoccupancy of the Premises, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waivethen, in writingsuch event, Purchaser's right the Tenant shall accept possession of the Premises. The date which is the earlier of either (i) the date upon which the Tenant accepts possession of the Premises, or (ii) the date upon which the Premises are complete and ready for occupancy is referred to participate in herein as the inspection"Completion Date". Items The Premises shall not be deemed incomplete or not ready for occupancy if only insubstantial details of uncompleted construction, which do not materially affect decoration or mechanical adjustments remain to be done. The determination of Landlord's architect or the interior space planner for the Building shall be final and conclusive as to whether the Premises are complete and ready for occupancy, . Under no circumstances shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur occurrence of sixty (60) working days after preparation any of the Walk-Through List events described in this paragraph be deemed to accelerate or sixty (60) working days after defer the expiration date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementTerm.

Punch List. Prior to the ClosingIf, Purchaser agrees to participate in as a walk-through result of the Unit final joint inspection of Landlord’s TI Work as described in Section 8 above, Tenant discovers deviations or variations from the Approved Plans, or items which are incomplete, defective or in need of repair or replacement, of a nature commonly found on a “punch list” ("Walk-Through") with Seller's representative as that term is used in order the construction industry), Tenant shall promptly notify Landlord of such items; provided, however, that in the event of a dispute, Landlord and Tenant shall negotiate in good faith, using their reasonable discretion, to compile a determine which items constitute punch list of items items. If the parties mutually agree need correctioncannot agree, which are apparent at the time of inspection ("Walk-Through List"), which Walk-Through List matter shall be signed decided by both Purchaser an architect mutually selected by Landlord and SellerTenant, whose fee shall be paid equally by Landlord and Tenant. If Purchaser fails or refuses to complete after such inspection, Tenant discovers additional latent defects in Landlord’s TI Work which may still be claimed as “punch list” items with the Walk-Through or to sign contractor performing Landlord’s TI Work under the Walk-Through Listterms of the applicable construction contract, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller Tenant may either designate a qualified third party, who is not an agent or employee notify Landlord of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller particular item and Landlord will use commercially reasonable diligent efforts to cause such contractor to comply with its warranty or punch list obligations with regard thereto provided (i) Tenant shall have the burden of establishing that any punch list items discovered after the final inspection are in fact defects in construction and not items damaged by Tenant, its agents, employees, contractors and invitees, or in need of repair due to complete the ordinary wear and tear, and (ii) Tenant’s right to claim additional punch list items shall cease on the Walk-Through List at Seller’s expense within the later to occur of sixty that date which is fifteen (6015) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject to Force Majeurethe final inspection. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due Except to the need for reasonable further work (extent that the same would prevent Tenant from lawfully occupying, or would interfere with Tenant’s use of, the Premises, the existence of such punch list items shall not postpone the date of Substantial Completion, the Commencement Date of this Lease nor the obligation of Tenant to be pay Rent, additional rent or any other charges due under this Lease. Landlord will cause its contractor(s) to correct the items noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreementpunch list promptly thereafter.

Punch List. Prior to the Closing, Purchaser agrees to participate in a walk-through Upon Substantial Completion (as defined below) of the Unit Work, LESSOR shall request the HCA Facilities Operations Manager’s approval and acceptance of such Work, which approval will not be unreasonably withheld or delayed. Said approval shall be manifested by a letter from the HCA Facilities Operations Manager ("Walk-Through") with Seller's representative in order “HCA Letter”), and may be subject to compile a list completion of items on a “punch list,” which shall be generated by COUNTY and included in the parties mutually agree need correctionHCA Letter. COUNTY shall not be required to send the HCA Letter until COUNTY is satisfied that all of the Work has reached Substantial Completion (other than punch list items, which are apparent at the time of inspection if any) pursuant to this Lease in COUNTY’s sole but reasonable discretion. As used in this Clause 28 ("Walk-Through List"D), which Walk“Substantial Completion” means that the Work shall have been completed in accordance with the provisions of this Lease and any mutually approved plans and specifications, such that the Premises may continue to be occupied by COUNTY for the intended purposes subject to “punch list” items, if any. In the event COUNTY’s approval and acceptance of the Work is given along with a punch list, XXXXXX shall complete all punch list items within twenty-Through List shall be signed by both Purchaser and Sellerone (21) working days following receipt of the HCA Letter. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete Should the items on the Walkpunch list not be completed within twenty-Through List at Seller’s expense within the later to occur of sixty one (6021) working days after preparation other than as a result of actions (or inactions) of COUNTY, LESSOR shall be obligated to pay a penalty to COUNTY of One Hundred Ten ($110) per day for the Walk-Through List or sixty (60) working days after period from the Completion Date through the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreementall punch list items have been completed.

Punch List. Prior Not less than fifteen (15) business days prior to the ClosingSubstantial Completion of the Shell Improvements, Purchaser agrees Landlord shall deliver notice to participate in Tenant of the same and Landlord’s construction representative and Tenant’s construction representative shall meet and do a complete walk-through of the Unit ("Walk-Through") with Seller's representative in order to compile a list of items the parties mutually agree need correction, which are apparent at the time of inspection ("“Walk-Through List"), which Walk-Through List shall be signed by both Purchaser Inspection”) of the Premises and Seller. If Purchaser fails or refuses the portions of the Building and common areas reasonable necessary for Tenant to complete conduct its business operations from the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of SellerPremises, to complete identify (a) any areas in which Landlord may not have achieved the inspection on Purchaser's behalf before Substantial Completion of the ClosingShell Improvements as required herein, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in and (b) any incomplete or non-complying items of the inspectionShell Improvements. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at At the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working days after preparation conclusion of the Walk-Through List Inspection, Tenant shall deliver to Landlord a list containing all items described in (a) and (b) above. If Tenant fails to provide any such list, or sixty if the items contained in the list are solely minor punchlist items which will not prevent Tenant from using the Premises for the purposed intended and can be completed in thirty (6030) working days (“Punchlist Items”), the Substantial Completion of the Shell Improvements shall be deemed to have occurred as of the date identified in Landlord’s initial notice to Tenant as the date of Substantial Completion of the Shell Improvements, provided that Landlord shall repair such Punchlist Items within thirty (30) days after the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to Inspection. If Tenant does submit such a list, and the Unit) shall constitute a default by Purchaser items set forth on the list are, in fact, part of the Shell Improvements under this AgreementLease and are not Punchlist Items, Landlord shall promptly commence and diligently pursue the completion and/or correction of such items within a reasonable time thereafter, and, in any event, the Substantial Completion of the Shell Improvements shall not be deemed to have occurred until the listed items are completed and/or corrected.

Punch List. Prior to the Closing, Purchaser Xxxxxxxxx agrees to participate in a walk-walk- through of the Unit ("Walk-Through") with Seller's representative in order to compile a list of items ofitems the parties mutually agree need correction, which are apparent at the time of inspection ("Walk-Walk- Through List"), which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser IfPurchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s 's expense within the later to occur of sixty (60) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser Xxxxxxxxx understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s 's refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreement.

Punch List. Prior In addition to and notwithstanding anything to the Closingcontrary in Paragraphs 5 and 40 of this Lease, Purchaser agrees Tenant shall have thirty (30) days after the Commencement Date to participate provide Landlord with a written "punch list" pertaining to defects in the Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Unit Premises ("Walk-Through") with Seller's representative in order if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to compile agree on the incomplete or defective construction related to the Tenant Improvements installed by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties mutually reasonably agree need correctionare (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which are apparent at case, notwithstanding anything to the time of inspection contrary in said Lease Paragraph 5 ("Walk-Through ListAcceptance and Surrender"), which Walk-Through List Tenant shall not be signed responsible upon Lease Termination to repair said item(s) so noted by both Purchaser Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and SellerTenant's obligation to pay Rental thereunder being affected. If Purchaser fails or refuses to complete Notwithstanding the Walk-Through or to sign foregoing, a crack in the Walk-Through Listfoundation, or to have Purchaser's designee do so on Purchaser's behalf prior to Closingexterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, Seller may either designate a qualified third party, who or which is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancylife-threatening, shall not provide a basis be considered material, nor shall Landlord be responsible for Purchaser repair of same. This Paragraph shall be of no force and effect if Tenant shall fail to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts give any such notice to cause its contractors to complete the items on the Walk-Through List at Seller’s expense Landlord within the later to occur of sixty thirty (6030) working days after preparation of the Walk-Through List or sixty (60) working days after the date Commencement Date of Closing, subject to Force Majeurethis Lease. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreement.This Space Left Blank Intentionally)

Punch List. Prior to the Closing, Purchaser agrees to participate in a walk-through Upon Substantial Completion of the Unit Tenant Improvements, Landlord shall provide written notice to Tenant of the Substantial Completion of the Tenant Improvements and Landlord and Tenant within five ("Walk-Through"5) business days after receiving such notice will inspect the Premises and develop a mutually agreed upon “punch list” of any Tenant Improvement items which were either not properly completed or are in need of repair. Punch list items must be of a scope and nature that will cause no material interference with Seller's representative in order to compile a Tenant’s use and occupancy of the Premises and Tenant may reject any tender of the Premises as not achieving Substantially Completion if any deficiencies or uncompleted work will cause material interference with Tenant’s use and occupancy of the Premises. Landlord will complete (or repair, as the case may be) the items listed on the punch list of items the parties mutually agree need correctionwith commercially reasonable diligence and speed; provided, which are apparent at the time of inspection ("Walk-Through List")however, which Walk-Through List that Landlord shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors complete all punch list items within thirty (30) days following receipt of the mutually agreed upon punch list. If Landlord fails to initiate the completion of any punch list item within such thirty (30) day period and diligently pursue the completion thereof, Tenant may complete any such punch list item at Landlord’s expense if Landlord fails to complete any such punch list item within ten (10) days after Landlord’s receipt of a written notice from Tenant identifying the incomplete punch list items on the Walk-Through List and stating that Tenant will complete such punch list items at SellerLandlord’s expense if not completed by Landlord within the later to occur of sixty ten (6010) working days after preparation Landlord’s receipt of such notice. If Tenant does not inspect the Walk-Through List Premises with Landlord as reasonably requested by Landlord prior to or sixty (60) working days after upon Substantial Completion, Tenant will be deemed to have accepted the date of ClosingPremises as delivered, subject to Force Majeure. Purchaser understands any punch list items Landlord develops and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. PurchaserTenant’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser rights under this AgreementSection 17.15.

Punch List. Prior to the Closing, Purchaser Xxxxxxxxx agrees to participate in a walk-through of the Unit ("Walk-Through") with Seller's representative in order to compile a list of items the parties mutually agree need correction, which are apparent at the time of inspection ("Walk-Through List"), which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working days after preparation of the Walk-Through List or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser Xxxxxxxxx understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreement.

Punch List. Prior to the Closing, Purchaser agrees to participate in a walk-through Tenant's taking possession of any portion of the Unit ("Walk-Through") with SellerPremises will be conclusive evidence that such portion of the Premises was in good order and satisfactory condition, and that all of Landlord's representative Work in order or to compile such portion of the Premises was satisfactorily completed, when Tenant took possession, except as to items requiring repair or completion identified on a punch list of items the parties mutually agree need correction, which are apparent at the time of inspection ("Walk-Through List"), which Walk-Through List shall be prepared and signed by both Purchaser Landlord's Representative and Seller. If Purchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have PurchaserTenant's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not Representative after an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working days after preparation of the Walk-Through List or sixty (60) working Premises by both such parties made within 15 days after the date Delivery Date and except as to any Warranty Work. Landlord will repair or complete all items set forth on such punch list with reasonable promptness. Landlord will not be responsible for any items of Closingdamage caused by Tenant, subject its agents, independent contractors or suppliers. Landlord covenants to Force Majeurerepair or replace, at Landlord's expense and as "Warranty Work," any defective item of Landlord's Work of which Tenant notifies Landlord within one year after the Delivery Date and that requires repair or replacement as a result of (i) any failure to construct the Shell in material compliance with the Shell Plans; (ii) any failure to construct the Leasehold Improvements in material compliance with the Leasehold Improvements Plans; or (iii) any defective materials or workmanship. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components Within 10 days after the expiration of the Project may not be completed when a temporary above-described one-year warranty period, Landlord will assign to Tenant any manufacturers' or conditional certificate of occupancy is issued and subcontractors' warranties or guaranties that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the need for reasonable further work (to be noted on the Walk-Through List are still then in effect with respect to the Unit) shall constitute a default by Purchaser Shell or the Leasehold Improvements, except for any such warranties or guaranties relating to any portions of the Premises which Landlord is required under this AgreementLease to maintain and repair at Landlord's expense. No promises to construct, alter, remodel or improve the Premises have been made by Landlord to Tenant other than as may be expressly stated in this Lease.

Punch List. Prior Unless otherwise agreed to by Landlord and Tenant or as ---------- to any latent defects of which Tenant notifies Landlord in writing within nine (9) months after the ClosingCommencement Date, Purchaser agrees to participate in a walk-through Tenant's taking possession of any portion of the Unit ("Walk-Through") with Seller's representative in order to compile a list of items the parties mutually agree need correction, which are apparent Premises at the time as the Premises are ready for occupancy will be conclusive evidence that the Premises is in good order and satisfactory condition when Tenant took possession; except as to any items requiring correction or completion identified on a punch list prepared and signed by Landlord's Representative and Tenant's Representative after an inspection of inspection the Premises by both such parties prior to Tenant taking possession (the "Walk-Through Preliminary Punch List") and such other items as are identified on a final punch list prepared and signed by Landlord's Representative and Tenant's Representative within seven (7) business days after the Premises are delivered to Tenant for occupancy (the "Final Punch List"), . Final Punch List items shall not include items which Walk-Through were damaged during Tenant's move into the Premises or painting which should have been specified on the Preliminary Punch List. It is intended that the Final Punch List shall will be signed by both Purchaser and Seller. If Purchaser fails or refuses for items which Tenant could not have reasonably been expected to complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf discover prior to Closingmoving into the Premises. Landlord's general contractor will, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of sixty (60) working 10 days after preparation execution of the Walk-Through List each punch list, begin correction or sixty (60) working days after the date completion of Closing, subject to Force Majeure. Purchaser understands any items specified on such punch list and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such pavingwork in a prompt and diligent manner. Landlord will not be responsible for any items of damage caused by Tenant, exterior cement workits agents, landscaping independent contractors or suppliers. No promises to alter, remodel or improve the Premises or Building and final exterior finish work no representations concerning the condition of the Premises or Building have been made by Landlord to Tenant other than as soon as practicable thereafter. Purchaser’s refusal to close may be expressly stated in the Lease (including this transaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this AgreementWork Letter).