Common use of Delivery of Additional Premises Clause in Contracts

Delivery of Additional Premises. Landlord shall deliver the 11th Floor Premises and the 10th Floor Premises to Tenant with Landlord’s Work (as defined on attached Exhibit C) completed, but otherwise in their as-is condition (“Delivery Condition”). The delivery of a particular Additional Premises Floor to Tenant in Delivery Condition is referred to hereinafter as “Delivery” as to that floor. (For avoidance of doubt, the completion of any Additional Landlord Work being performed by Landlord on an Additional Premises Floor pursuant to attached Exhibit E is not required for Delivery of the Additional Premises Floor to have occurred.) The parties presently estimate that Landlord will deliver the 11th Floor Premises to Tenant in Delivery Condition on or about November 1, 2012 (the “11th Floor Target Delivery Date”), and that Landlord will deliver the 10th Floor Premises to Tenant in Delivery Condition on or about December 1, 2012 (the “10th Floor Target Delivery Date”)(the 11th Floor Target Delivery Date and the 10th Floor Target Delivery Date are sometimes referred to individually as a “Target Delivery Date”). In the event of any delay in Delivery of an Additional Premises Floor resulting from Force Majeure (as defined below), Landlord shall promptly deliver notice to Tenant specifying the nature of the delay in question, and a good faith estimate of the anticipated length of the delay resulting therefrom (provided that Landlord will not be liable for any inaccuracy in the estimated delay contained in any such notice) and will thereafter promptly update Tenant in writing if and to the extent that Landlord’s good faith determination of the anticipated length of such Force Majeure delay changes in any material way. If (x) Landlord does not achieve Delivery as to a particular Additional Premises Floor on or before the date one (1) month following the Target Delivery Date applicable to such Additional Premises Floor (such date being referred to as the “Outside Delivery Date for Additional Premises Rent Abatement” for such Additional Premises Floor, as such date may have been extended pursuant to the extension provisions in the penultimate grammatical paragraph of this Paragraph 2.a.) and (y) the Tenant Improvements (as defined in Paragraph 2.c. below) on the applicable Additional Premises Floor are not Substantially Completed (as defined in Paragraph 2.c. below) on or before the date (“Tenant’s Target Completion Date”) that is the later of (i) May 1, 2013, or (ii) the scheduled completion date for the subject Additional Premises Floor in the Construction Schedule (as defined in Paragraph 0.x.xx. below), due to Landlord’s failure to achieve Delivery of the subject Additional Premises Floor on or before the Outside Delivery Date for Additional Premises Rent Abatement for such Additional Premises Floor, then, for each day after the applicable Tenant’s Target Completion Date that the subject Tenant Improvements are not Substantially Completed due to the fact that Delivery did not occur on or before the subject Outside Delivery Date for Rent Abatement (as the same may have been extended pursuant to the extension provisions below), Tenant shall receive one day of abatement of Monthly Rent for that Additional Premises Floor, which abatement shall commence on the Rent Commencement Date (as defined in Paragraph 3 below). Notwithstanding the above, the aforementioned rent abatement is conditioned upon the Tenant Improvements for the subject Additional Premises Floor consisting of improvements that could reasonably have been completed, using diligent and commercially reasonable efforts (but, as described below, not work on an overtime or “after-hours” basis) within a four (4) month construction period if Tenant’s Contractor used good faith and commercially reasonable and diligent efforts to Substantially Complete the Tenant Improvements on the Additional Premises Floor within such period. Further, if the Tenant Improvements for an Additional Premises Floor are not Substantially Completed on or before Tenant’s Target Completion Date due in part to delays caused by (i) Tenant not having commenced the Tenant Improvements promptly following Delivery, (ii) changes made to Tenant’s plans after commencement of construction which delay the construction process originally provided for in the Construction Schedule, (iii) the inclusion in the Tenant Improvements of “long lead” materials (such as fabrics, paneling, carpeting or other items that are not readily available within industry standard lead times (e.g., custom made items that require time to procure beyond that customarily required for standard items, or items that are currently out of stock and will require extra time to back order) and for which suitable substitutes exist) and/or (iv) any other delays caused by Tenant, Tenant’s Contractor, subcontractors, vendors, architects, consultants or other agents in commencing or completing the Tenant Improvements (each

Delivery of Additional Premises. Landlord shall deliver the 11th Floor Premises and the 10th Floor Premises to Tenant with Landlord’s Work (as defined on attached Exhibit C) completed, but otherwise in their as-is condition (“Delivery Condition”). The delivery of a particular Additional Premises Floor to Tenant in Delivery Condition is referred to hereinafter as “Delivery” as to that floor. (For avoidance of doubt, the completion of any Additional Landlord Work being performed by Landlord on an Additional Premises Floor pursuant to attached Exhibit E is not required for Delivery tender possession of the Additional Premises Floor to Tenant as of the date the work to be performed by Landlord to repair the sewer pipes, lines and related facilities within or adjacent to the Additional Premises (such work being the “Sewer Work”) is completed, such Sewer Work to be at Landlord’s sole cost and expense. As of the Amendment Effective Date, Landlord represents that the Sewer Work is substantially complete but for repairs to (or replacement of) a few feet of cracked pipe, that Tenant may not use depending on Tenant’s plumbing plans for the Additional Premises. If Tenant’s plumbing plans for the Additional Premises reflect an abandonment of the portion of such pipes that are cracked, no further Sewer Work shall be required. If, however, Tenant’s plumbing plans for Additional Premises reflect the use of some or all of such cracked pipes, the remaining Sewer Work shall be completed at Landlord’s sole cost and expense within ten (10) days following approval by Landlord of Tenant’s plumbing plans for the Additional Premises; provided, however, if Landlord’s completion of such remaining Sewer Work causes a delay in Tenant’s commencement of the Additional Tenant Improvements (and Tenant has obtained all necessary building permits for the Additional Tenant Improvements), the Additional Premises Rent Commencement Date shall be extended day-for-day until such remaining Sewer Work is completed. Tenant shall utilize such early access to ready the Additional Premises for business. Such early access shall not modify the Additional Premises Rent Commencement Date. No representations, inducements, understanding or anything of any nature whatsoever, made, stated or represented by Landlord or anyone acting for or on Landlord’s behalf, either orally or in writing, have occurred.induced Tenant to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant has entered into this Amendment under and by virtue of Tenant’s own independent investigation. Except for the Sewer Work and Landlord’s representations and warranties in this Amendment, Tenant hereby shall accept the Additional Premises in its current “as is” and “where is” condition without warranty of any kind, express or implied, including, without limitation, any warranty as to title, physical condition or the presence or absence of Hazardous Materials. Subject to Landlord’s obligation to complete the Sewer Work at its sole cost and expense, if the Additional Premises are not in all respects entirely suitable for the use or uses to which the Additional Premises or any part thereof will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Additional Premises in a condition entirely suitable for such use or uses. The work to be performed and improvements made by Tenant at the Additional Premises (which may include fencing and security measures reasonably acceptable to Landlord and Tenant) shall substantially conform to the conceptual plans attached as Exhibit “C-1” to this Amendment (the “Additional Tenant Improvements”) and shall be performed in accordance with the terms of the Lease. The parties presently estimate that Landlord Additional Premises will deliver the 11th Floor Premises be delivered to Tenant in Delivery Condition on or about November 1a gray-shell condition described in attached Exhibit “C-2” to this Amendment. IN CONNECTION WITH THE ABOVE, 2012 TENANT HEREBY ACKNOWLEDGES AND REPRESENTS TO LANDLORD, AND THE GROUND LESSOR THAT TENANT HAS HAD AMPLE OPPORTUNITY TO INSPECT AND EVALUATE THE ADDITIONAL PREMISES AND THE FEASIBILITY OF THE USES AND ACTIVITIES TENANT IS ENTITLED TO CONDUCT THEREON; THAT TENANT IS EXPERIENCED; THAT TENANT WILL RELY ENTIRELY ON TENANT’S EXPERIENCE, EXPERTISE AND ITS OWN INSPECTION OF THE ADDITIONAL PREMISES IN ITS CURRENT STATE IN PROCEEDING WITH THIS AMENDMENT SUBJECT TO LANDLORD’S OBLIGATION TO COMPLETE THE SEWER WORK AND LANDLORD’S EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT); TENANT ACCEPTS THE ADDITIONAL PREMISES IN ITS PRESENT CONDITION (the “11th Floor Target Delivery Date”SUBJECT TO LANDLORD’S OBLIGATION TO COMPLETE THE SEWER WORK AND LANDLORD’S EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS AMENDMENT), and that Landlord will deliver the 10th Floor Premises to Tenant in Delivery Condition on or about December 1AND THAT, 2012 (the “10th Floor Target Delivery Date”)(the 11th Floor Target Delivery Date and the 10th Floor Target Delivery Date are sometimes referred to individually as a “Target Delivery Date”)TO THE EXTENT THAT TENANT’S OWN EXPERIENCE WITH RESPECT TO ANY OF THE FOREGOING IS INSUFFICIENT TO ENABLE TENANT TO REACH AND FORM A CONCLUSION, TENANT HAS ENGAGED THE SERVICES OF PERSONS QUALIFIED TO ADVISE TENANT WITH RESPECT TO SUCH MATTERS. In the event of any delay in Delivery of an Additional Premises Floor resulting from Force Majeure (as defined below)TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, Landlord shall promptly deliver notice to Tenant specifying the nature of the delay in questionORAL OR WRITTEN REPRESENTATIONS, and a good faith estimate of the anticipated length of the delay resulting therefrom (provided that Landlord will not be liable for any inaccuracy in the estimated delay contained in any such notice) and will thereafter promptly update Tenant in writing if and to the extent that Landlord’s good faith determination of the anticipated length of such Force Majeure delay changes in any material way. If (x) Landlord does not achieve Delivery as to a particular Additional Premises Floor on or before the date one (1) month following the Target Delivery Date applicable to such Additional Premises Floor (such date being referred to as the “Outside Delivery Date for Additional Premises Rent Abatement” for such Additional Premises FloorOR WARRANTIES MADE BY LANDLORD OR ITS REPRESENTATIVES, as such date may have been extended pursuant to the extension provisions in the penultimate grammatical paragraph of this Paragraph 2.aOTHER THAN THOSE EXPRESSLY SET FORTH IN THE LEASE OR THIS AMENDMENT.) and (y) the Tenant Improvements (as defined in Paragraph 2.c. below) on the applicable Additional Premises Floor are not Substantially Completed (as defined in Paragraph 2.c. below) on or before the date (“Tenant’s Target Completion Date”) that is the later of (i) May 1, 2013, or (ii) the scheduled completion date for the subject Additional Premises Floor in the Construction Schedule (as defined in Paragraph 0.x.xx. below), due to Landlord’s failure to achieve Delivery of the subject Additional Premises Floor on or before the Outside Delivery Date for Additional Premises Rent Abatement for such Additional Premises Floor, then, for each day after the applicable Tenant’s Target Completion Date that the subject Tenant Improvements are not Substantially Completed due to the fact that Delivery did not occur on or before the subject Outside Delivery Date for Rent Abatement (as the same may have been extended pursuant to the extension provisions below), Tenant shall receive one day of abatement of Monthly Rent for that Additional Premises Floor, which abatement shall commence on the Rent Commencement Date (as defined in Paragraph 3 below). Notwithstanding the above, the aforementioned rent abatement is conditioned upon the Tenant Improvements for the subject Additional Premises Floor consisting of improvements that could reasonably have been completed, using diligent and commercially reasonable efforts (but, as described below, not work on an overtime or “after-hours” basis) within a four (4) month construction period if Tenant’s Contractor used good faith and commercially reasonable and diligent efforts to Substantially Complete the Tenant Improvements on the Additional Premises Floor within such period. Further, if the Tenant Improvements for an Additional Premises Floor are not Substantially Completed on or before Tenant’s Target Completion Date due in part to delays caused by (i) Tenant not having commenced the Tenant Improvements promptly following Delivery, (ii) changes made to Tenant’s plans after commencement of construction which delay the construction process originally provided for in the Construction Schedule, (iii) the inclusion in the Tenant Improvements of “long lead” materials (such as fabrics, paneling, carpeting or other items that are not readily available within industry standard lead times (e.g., custom made items that require time to procure beyond that customarily required for standard items, or items that are currently out of stock and will require extra time to back order) and for which suitable substitutes exist) and/or (iv) any other delays caused by Tenant, Tenant’s Contractor, subcontractors, vendors, architects, consultants or other agents in commencing or completing the Tenant Improvements (each

Delivery of Additional Premises. Landlord shall deliver the 11th Floor Premises and the 10th Floor Additional Premises to Tenant with immediately upon mutual execution of this Amendment. On or before March 15, 2014, Landlord shall replace any missing or damaged ceiling tiles and replace any baseboards (as needed) within the Additional Premises and shall cause the carpet in the Additional Premises to be professionally cleaned (collectively, “Landlord’s Work (as defined on attached Exhibit C) completed, but otherwise in their asPre-is condition (“Delivery ConditionObligations”). The delivery of a particular Additional Premises Floor to Tenant in Delivery Condition is referred to hereinafter as “Delivery” as to that floor. (For avoidance of doubt, the completion of any Additional Landlord Work being performed by Landlord on an Additional Premises Floor pursuant to attached Exhibit E is not required for Delivery of shall accept the Additional Premises Floor in their “AS IS” condition except that the HVAC system shall be in good working condition. Subject to Landlord’s obligation to perform Landlord’s Pre-Delivery Obligations, Landlord shall have occurred.) The parties presently estimate that Landlord will deliver no obligation to make or pay for any renovations, alterations, additions or improvements to prepare the 11th Floor Additional Premises to Tenant in Delivery Condition on for Tenant’s occupancy. Any renovations, alterations, additions or about November 1, 2012 improvements (the “11th Floor Target Delivery DateAlterations”), and that Landlord will deliver the 10th Floor Premises to ) desired by Tenant in Delivery Condition on or about December 1the Additional Premises shall be constructed by Tenant at Tenant’s sole cost and expense in a good and workmanlike manner and in accordance with the procedures and requirements of the Lease, 2012 including Article 5 thereof. Tenant shall submit to Landlord for Landlord’s prior reasonable written approval detailed plans and specifications showing the Alterations Tenant desires to make including a detailed space and furniture plan (the “10th Floor Target Delivery Date”)(the 11th Floor Target Delivery Date and the 10th Floor Target Delivery Date are sometimes referred to individually as a “Target Delivery DateSpace Plan”). In the event of any delay in Delivery of an Additional Premises Floor resulting from Force Majeure (as defined below), Landlord shall promptly deliver notice to Tenant specifying the nature of the delay in question, and a good faith estimate of the anticipated length of the delay resulting therefrom (provided that Landlord will not be liable for any inaccuracy in the estimated delay contained in any such notice) and will thereafter promptly update Tenant in writing if and to the extent that Landlord’s good faith determination of the anticipated length of such Force Majeure delay changes in any material way. If (x) Landlord does not achieve Delivery as to a particular Additional Premises Floor on or before the date one (1) month following the Target Delivery Date applicable to such Additional Premises Floor (such date being referred to as the “Outside Delivery Date for Additional Premises Rent Abatement” for such Additional Premises Floor, as such date may have been extended pursuant to the extension provisions in the penultimate grammatical paragraph of this Paragraph 2.a.) and (y) the Tenant Improvements (as defined in Paragraph 2.c. below) on the applicable Additional Premises Floor are not Substantially Completed (as defined in Paragraph 2.c. below) on or before the date (“Tenant’s Target Completion Date”) that right to make the Alterations is the later of further conditioned upon: (i) May 1, 2013, or Tenant’s acquiring all necessary permits required by all applicable governmental authorities based on the final plans and specifications approved by Landlord in writing; (ii) the scheduled completion date for the subject Additional Premises Floor in the Construction Schedule (as defined in Paragraph 0.x.xx. below), due Tenant furnishing copies of such permits to Landlord’s failure to achieve Delivery of the subject Additional Premises Floor on or before the Outside Delivery Date for Additional Premises Rent Abatement for such Additional Premises Floor, then, for each day after the applicable Tenant’s Target Completion Date that the subject Tenant Improvements are not Substantially Completed due to the fact that Delivery did not occur on or before the subject Outside Delivery Date for Rent Abatement (as the same may have been extended pursuant to the extension provisions below), Tenant shall receive one day of abatement of Monthly Rent for that Additional Premises Floor, which abatement shall commence on the Rent Commencement Date (as defined in Paragraph 3 below). Notwithstanding the above, the aforementioned rent abatement is conditioned upon the Tenant Improvements for the subject Additional Premises Floor consisting of improvements that could reasonably have been completed, using diligent ; and commercially reasonable efforts (but, as described below, not work on an overtime or “after-hours” basis) within a four (4) month construction period if Tenant’s Contractor used good faith and commercially reasonable and diligent efforts to Substantially Complete the Tenant Improvements on the Additional Premises Floor within such period. Further, if the Tenant Improvements for an Additional Premises Floor are not Substantially Completed on or before Tenant’s Target Completion Date due in part to delays caused by (i) Tenant not having commenced the Tenant Improvements promptly following Delivery, (ii) changes made to Tenant’s plans after commencement of construction which delay the construction process originally provided for in the Construction Schedule, (iii) the inclusion compliance by Tenant with all conditions of said permits in the Tenant Improvements of “long lead” materials (such as fabrics, paneling, carpeting or other items that are not readily available within industry standard lead times (e.g., custom made items that require time to procure beyond that customarily required for standard items, or items that are currently out of stock a prompt and will require extra time to back order) and for which suitable substitutes exist) and/or (iv) any other delays caused by Tenant, Tenant’s Contractor, subcontractors, vendors, architects, consultants or other agents in commencing or completing the Tenant Improvements (eachexpeditious manner.