Common use of Punch List Clause in Contracts

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A above, Tenant shall have thirty (30) days after the Commencement Date to 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 Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.

Punch List. In addition to and notwithstanding anything Prior to the contrary Closing, Purchaser agrees to participate in Paragraph 6.A above, Tenant shall have thirty (30) days after the Commencement Date to 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 Premises Unit (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts "Walk-Through") with Seller's representative in order to 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, compile a list of all “punch list” items which the parties reasonably mutually agree need correction, which are apparent at the time of inspection (i) "Walk-Through List"), which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to be corrected by Landlord (but 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 exclude any damage not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or defects caused by Tenant, delay the Closing. Seller will use commercially reasonable efforts to cause its employees, agents or parties Tenant has contracted with contractors to work complete the items on the PremisesWalk-Through List at Seller’s expense within the later to occur of sixty (60) or (ii) if said defects and/or damaged item(s) are 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 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) working days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion after preparation of the sameWalk-Through List or sixty (60) 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 of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) working days after the Commencement Date 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 Leasetransaction 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. In addition to Upon notification from the Contractor that the Hotel is Substantially Completed and notwithstanding anything to the contrary in Paragraph 6.A aboveready for inspection, Tenant Seller shall have thirty (30) days after the Commencement Date to provide Landlord with prepare a written “punch list” pertaining with the assistance of the Architect and the Franchisor. Seller acknowledges that final acceptance of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted to defects in Buyer for its review and comments. The costs of completing the Tenant Improvements constructed by Landlord for Tenant. As soon Punch List Items that are not completed as of the date of Closing, as reasonably possible after timely receipt estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the punch listPunch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, Landlord or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through 90) days after Substantial Completion of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree Hotel or the Closing on the incomplete or defective construction 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 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 Pre-Opening Program; provided that the parties reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant Pre-Opening Program shall not be responsible upon Lease Termination permitted to repair said item(s) so noted interfere with or delay the activities of Seller in writing by Landlordcompleting the Hotel. Landlord Seller shall have thirty (30) days thereafter (pay in a timely manner all costs associated with the Pre-Opening Program or longer if necessary, provided Landlord is diligently pursuing otherwise related to the completion pre-opening operations of the same) Property up to completebut not including the Effective Time, at Landlord’s expense, regardless of when such costs are payable (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 of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this LeasePre-Opening Costs”).

Punch List. In addition to and notwithstanding anything Not less than fifteen (15) business days prior to the contrary Substantial Completion of the Shell Improvements, Landlord shall deliver notice to Tenant of the same and Landlord’s construction representative and Tenant’s construction representative shall meet and do a complete walk-through inspection (“Walk-Through Inspection”) of the Premises and the portions of the Building and common areas reasonable necessary for Tenant to conduct its business operations from the Premises, to identify (a) any areas in Paragraph 6.A abovewhich 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. At the conclusion of the Walk-Through Inspection, Tenant shall have deliver to Landlord a list containing all items described in (a) and (b) above. 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 after the Commencement Date to 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 Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and SurrenderPunchlist 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 shall not be responsible upon Lease Termination to repair said item(s) so noted in writing by Landlord. as the date of Substantial Completion of the Shell Improvements, provided that 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 of no force and effect if Tenant shall fail to give any repair such notice to Landlord Punchlist Items within thirty (30) days after the Commencement Date date of the Walk-Through Inspection. If Tenant does submit such a list, and the items set forth on the list are, in fact, part of the Shell Improvements under this LeaseLease 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. In addition to As a condition of and notwithstanding anything prior to the contrary Architect issuing a certificate to Tenant of the 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 Paragraph 6.A abovewriting. Promptly following such notice, Landlord, Contractor, Tenant shall have thirty and Architect (30) days after or the Commencement Date to provide Landlord with a written “punch list” pertaining to defects Expansion Architect in the Tenant Improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt instance of the punch listExpansion Improvements, Landlord if applicable) shall make a joint physical inspection of the Initial Improvements (or one of the Expansion Improvements, if applicable) to list the items of punch list work to be completed ("Punch List Items") and the duration of time that shall be afforded to complete the same, subject to Permitted Delays. Punchlist List Items shall include minor corrective or minor incomplete items in respect to the Initial Improvements (or Expansion Improvements, if applicable). In the event Landlord’s representatives if so approved by Landlord), Contractor and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts are unable to agree on the incomplete Punch List Items or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been time within which they shall be completed, Landlord the Architect's (or that of the Expansion Architect, if applicable) determination shall preparebe binding on the Landlord, Contractor and Tenant, which determination in respect to which items are included shall based solely on the determination of whether the item in question was constructed in substantial conformity with the Final Plans (or the Final Expansion Plans, if applicable). When the list of Punchlist List Items are determined as aforesaid, Contractor, in the instance of the Initial Improvements, and both parties the Landlord, in the instance of the Expansion Improvements, shall signdeliver, a list of all “punch list” items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenantin writing, 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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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) unconditional promise to complete, at Landlord’s expensesubject to Permitted Delays, 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 of no force and effect if Tenant shall fail to give any such notice to Landlord applicable Punch List Items within thirty (30) days after thereafter, or such longer period of time determined as aforesaid. In the Commencement Date event that the Contractor fails to complete the Punch List Items within the times determined as aforesaid, then the Tenant, following fifteen (15) days prior written notice to the 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 this Leasepocket costs incurred in completing such incomplete Punch List Items, plus an administrative fee equal to ten percent (10%) of such costs.

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A aboveParagraphs 8 and 45 of this Lease, Tenant shall have thirty fifteen (3015) days after the Commencement Date to provide Landlord with a written “"punch list” " pertaining to defects in the Tenant Improvements Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch listthereafter, Landlord (Landlord, or one of Landlord’s 's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 's expense, the “"punch list” " items without the Commencement Date of the Lease and Tenant’s 's obligation to pay Rent Rental thereunder being affected. Landlord’s obligations under this Notwithstanding the foregoing, a crack in the foundation, or exterior walls that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty fifteen (3015) days after the Commencement Date of this Lease.

Punch List. In addition to and notwithstanding anything to the contrary ---------- in Paragraph 6.A aboveParagraphs 7 ("Tenant Maintenance") and 40 ("'As-Is' Basis") of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written “"punch list” " pertaining to defects in the Tenant Improvements Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch listthereafter, Landlord (Landlord, or one of Landlord’s 's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 's expense, the “"punch list” " items without the Commencement Date of the Lease and Tenant’s 's obligation to pay Rent Rental thereunder being affected. Landlord’s obligations under this Notwithstanding the foregoing, a crack in the foundation, or exterior walls that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.

Punch List. In addition to and notwithstanding anything to If, as a result of the contrary final joint inspection of Landlord’s TI Work as described in Paragraph 6.A Section 8 above, Tenant shall have thirty (30) days after discovers deviations or variations from the Commencement Date to provide Landlord with Approved Plans, or items which are incomplete, defective or in need of repair or replacement, of a written nature commonly found on a “punch list” pertaining to defects (as that term is used in the construction industry), Tenant Improvements constructed by shall promptly notify Landlord for Tenant. As soon as reasonably possible after timely receipt of such items; provided, however, that in the punch listevent of a dispute, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvementsnegotiate in good faith, using their best efforts reasonable discretion, to agree on determine which items constitute punch list items. If the incomplete or defective construction related to parties cannot agree, the matter shall be decided by an architect mutually selected by Landlord and Tenant, whose fee shall be paid equally by Landlord and Tenant. If after such inspection, Tenant Improvements installed for Tenant by discovers additional latent defects in Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all ’s TI Work which may still be claimed as “punch list” items which with the parties reasonably agree are contractor performing Landlord’s TI Work under the terms of the applicable construction contract, Tenant may notify Landlord of the particular item and Landlord will use diligent efforts to cause such contractor to comply with its warranty or punch list obligations with regard thereto provided (i) to be corrected by Landlord (but which Tenant shall exclude have the burden of establishing that any damage or punch list items discovered after the final inspection are in fact defects caused in construction and not items damaged by Tenant, its agents, employees, agents contractors and invitees, or parties Tenant has contracted with in need of repair due to work on the Premises) or ordinary wear and tear, and (ii) if said defects and/or damaged item(s) are 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 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 right to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C claim additional punch list items shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty cease on that date which is fifteen (3015) days after the date of the final inspection. Except to the 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 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 punch list promptly thereafter.

Punch List. In addition Upon Substantial Completion (as defined below) of the 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 (“HCA Letter”), and may be subject to completion of items on a “punch list,” which shall be generated by COUNTY and notwithstanding anything included in the HCA Letter. COUNTY shall not be required to send the contrary HCA Letter until COUNTY is satisfied that all of the Work has reached Substantial Completion (other than punch list items, if any) pursuant to this Lease in Paragraph 6.A aboveCOUNTY’s sole but reasonable discretion. As used in this Clause 28 (D), Tenant “Substantial Completion” means that the Work shall have thirty (30) days after been completed in accordance with the Commencement Date provisions of this Lease and any mutually approved plans and specifications, such that the Premises may continue to provide Landlord with a written be occupied by COUNTY for the intended purposes subject to “punch list” pertaining to defects in items, if any. In the Tenant Improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely 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-one (21) working days following receipt of the HCA Letter. Should the items on the punch list, Landlord list not be completed within twenty-one (21) working days other than as a result of actions (or one inactions) of Landlord’s representatives if so approved by Landlord)COUNTY, and Tenant LESSOR shall conduct be obligated to pay a joint walk-penalty to COUNTY of One Hundred Ten ($110) per day for the period from the Completion Date through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has date that all punch list items have been completed, Landlord shall prepare, and both parties shall sign, a list of all “punch list” items which the parties reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.

Punch List. In addition If, at any time after the Facility has been Physically Completed, there exist any items requiring completion or correction, then the Seller agrees to and notwithstanding anything use all reasonable diligence to complete or correct the items so that each conforms to the contrary Final Plans. In furtherance but not in Paragraph 6.A above, Tenant shall have thirty (30) days after the Commencement Date to 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 limitation of the punch listforegoing, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date Facility has been Physically Completed, the Seller and the Purchaser shall inspect the Facility and shall make a Punch-List of items requiring completion or correction. The execution of this LeaseAgreement shall be deemed to be the Seller's 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 secure Seller's performance hereunder, each item on the Punch-List shall be assigned a reasonable value based upon the Seller's and Purchaser's good faith estimate of the cost of completion or correction of the same and Purchaser shall be entitled to withhold from the Purchase Price 120% thereof (the "Punchlist Holdback") until the later to occur of the expiration of said 90 day period or the completion of the Punch-List items by Purchaser, provided, however in the event of the completion thereof by Purchaser, the Purchaser shall be entitled to retain from the Punchlist Holdback as reimbursement for the costs incurred, an amount equal to the 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 the correction or completion of the same.

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A aboveParagraphs 8 ("Acceptance and Surrender of Premises") and 46 (As-Is Basis") of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written “"punch list” " pertaining to defects in the Tenant Improvements Building, the roof membrane, the HVAC system, and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch listthereafter, Landlord (Landlord, or one of Landlord’s 's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has as been completed, Landlord shall prepare, and both parties shall sign, a list of all “"punch list” " items which the parties reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 's expense, the “"punch list” " items without the Commencement Date of the Lease and Tenant’s 's obligation to pay Rent Rental thereunder being affected. Landlord’s obligations under this Notwithstanding the foregoing, a crack in the foundation, or exterior walls that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A above---------- Paragraphs 10 and 45 of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written “"punch list” " pertaining to defects in the Tenant Improvements Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch listthereafter, Landlord (Landlord, or one of Landlord’s 's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable 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 case, notwithstanding anything to the contrary in said Lease Paragraph 5 8 (“"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 's expense, the “"punch list” " items without the Commencement Date of the Lease and Tenant’s 's obligation to pay Rent Rental thereunder being affected. Landlord’s obligations under this Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life- threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.

Punch List. In addition to and notwithstanding anything to Upon the contrary in Paragraph 6.A above, written request of Tenant shall have thirty (30) or Landlord made no later than five days after the Lease Commencement Date to 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 listDate, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-walk through inspection of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 of no force and effect if Tenant shall fail to give any such notice to Landlord Property within thirty (30) days after the Lease Commencement Date (or such other time mutually acceptable to the parties) and reasonably agree on any “punch-list” items referred to in Section 1.06 above. Landlord agrees to exercise its reasonable efforts to complete such agreed upon punch-list items as soon as reasonably practicable after such walk through inspection, and in any 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 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 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 work cannot reasonably be completed within the above-referenced forty-five (45) day period and the delay is not due to an Unavoidable Delay (and the failure to perform such warranty work will not result in an emergency or hazardous condition), then as long as Landlord has commenced the punch-list work during such forty-five (45) day period, and at all times diligently pursues the completion of such work, Landlord shall be given such additional time as is reasonably necessary to complete such work.

Punch List. In addition Unless otherwise agreed to by Landlord and notwithstanding anything Tenant or as ---------- to any latent defects of which Tenant notifies Landlord in writing within nine (9) months after the contrary Commencement Date, Tenant's taking possession of any portion of the Premises at the time as the Premises are ready for occupancy will be conclusive evidence that the Premises is in Paragraph 6.A above, good order and satisfactory condition when Tenant shall have thirty 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 the Premises by both such parties prior to Tenant taking possession (30the "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 Commencement Date Premises are delivered to provide Landlord with a written “punch list” pertaining Tenant for occupancy (the "Final Punch List"). Final Punch List items shall not include items which 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 will be for items which Tenant could not have reasonably been expected to defects in discover prior to moving into the Tenant Improvements constructed by Landlord for TenantPremises. As soon as reasonably possible Landlord's general contractor will, within 10 days after timely receipt execution of the each punch list, begin correction or completion of any items specified on such punch list and will complete such work in a prompt and diligent manner. Landlord (or one will not be responsible for any items of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employeesagents, agents independent contractors or parties Tenant has contracted with suppliers. No promises to work on alter, remodel or improve the Premises) Premises or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its reasonable discretion, not to repair such item(s), but to acknowledge in written form Building and no representations concerning the defect and/or damaged item(s); in which 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 condition of the same) Premises or Building have been made by Landlord to complete, at Landlord’s expense, the “punch list” items without the Commencement Date of Tenant other than as may be expressly stated in the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under (including this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this LeaseWork Letter).

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A above---------- Paragraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written “"punch list” " pertaining to defects in the Tenant Improvements interior improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch listthereafter, Landlord (Landlord, or one of Landlord’s 's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 mid both parties shall sign, a list of all “"punch list” " items which the parties reasonably agree are (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 reasonable sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in item(s):in which 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 's expense, the “"punch list” " items without the Commencement Date of the Lease and Tenant’s 's obligation to pay Rent Rental thereunder being affected. Landlord’s obligations under this Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life- threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A aboveParagraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written “"punch list” " pertaining to defects in the Tenant Improvements Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch listthereafter, Landlord (Landlord, or one of Landlord’s 's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable 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 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 's expense, the “"punch list” " items without the Commencement Date of the Lease and Tenant’s 's obligation to pay Rent Rental thereunder being affected. Landlord’s obligations under this Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.. (This Space Left Blank Intentionally)

Punch List. In addition Upon Substantial Completion of the Tenant Improvements, Landlord shall provide written notice to Tenant of the Substantial Completion of the Tenant Improvements and notwithstanding anything to the contrary in Paragraph 6.A above, Landlord and Tenant shall have thirty within five (305) business days after receiving such notice will inspect the Commencement Date to provide Landlord with Premises and develop a written mutually agreed upon “punch list” pertaining to defects of any Tenant Improvement items which were either not properly completed or are in the Tenant Improvements constructed by Landlord for need of repair. Punch list items must be of a scope and nature that will cause no material interference with 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), use and Tenant shall conduct a joint walk-through 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 (if or repair, as the case may be) the items listed on the punch list with commercially reasonable diligence and speed; provided, however, that Landlord so requires), and inspect such Tenant Improvements, using their best shall use commercially reasonable efforts to 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 complete all punch list of all “punch list” items which the parties reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 of no force and effect if Tenant shall fail to give any such notice to Landlord 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 Commencement Date incomplete punch list items and stating that Tenant will complete such punch list items at Landlord’s expense if not completed by Landlord within ten (10) days after Landlord’s receipt of this Leasesuch notice. If Tenant does not inspect the Premises with Landlord as reasonably requested by Landlord prior to or upon Substantial Completion, Tenant will be deemed to have accepted the Premises as delivered, subject to any punch list items Landlord develops and Tenant’s rights under Section 17.15.

Punch List. Upon Substantial Completion (as defined below) of the 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 (“CEO Letter”), and may be subject to completion of items on a “punch list,” which shall be generated by COUNTY and included in the CEO 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, if any) pursuant to this Lease in COUNTY’s sole but reasonable discretion. As used in this Clause 8 (D), “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-one (21) working days following receipt of the CEO Letter. Should the items on the punch list not be completed within twenty-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 LESSOR's expense, within one hundred eighty (180) calendar days after the 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 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 and notwithstanding anything the amount stated above, COUNTY may, at COUNTY's sole option, upon giving written notice to LESSOR prior to the contrary completion of the Work, terminate the Lease. In the event of such termination, this Lease shall terminate on the date specified in Paragraph 6.A above, Tenant 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) days after commencement of the 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 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 the Commencement Date to 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 commencement of the punch list, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through sixth year of the lease term, COUNTY determines that carpeted surfaces within the Premises (if Landlord so requires)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 inspect such Tenant Improvements, using their best efforts to 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 subsequent replacement of all “punch list” items which the parties reasonably agree are (i) furniture and fixtures necessary 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 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 (ii) if 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 defects and/or damaged item(s) are 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 case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant recarpeting shall not be responsible upon Lease Termination included in the operating costs for the building for the purpose of operating cost adjustments. At COUNTY'S sole option, COUNTY may elect to repair defer said item(s) so noted in writing by Landlordrecarpeting. Landlord Said deferral shall have not release LESSOR from the obligation to recarpet. Should COUNTY elect to defer said recarpeting, the Risk Manager, at least thirty (30) days thereafter 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 longer if 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, provided Landlord is diligently pursuing the completion of the sameHeating, 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 complete60% Relative humidity during the summer when the outdoor temperature is 95º Dry Bulb, and at Landlord68º 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 expense, the “punch list” items without the Commencement Date inspections and maintenance of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C HVAC system shall be documented in writing. The LESSOR shall at a minimum maintain a record of: (a) the name of no force the individual(s) inspecting and/or maintaining the system, (b) the date of the inspection and/or maintenance, and effect if Tenant (c) the specific findings and actions taken. The LESSOR shall fail 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 give any such notice COUNTY for examination and copying, within forty-eight (48) hours of a written request. LESSOR acknowledges that COUNTY may be subject to Landlord fines and/or penalties for failure to provide said records to regulatory agencies within the given timeframes. Should COUNTY incur fines and/or penalties as a direct result of LESSOR’s failure to provide said records to COUNTY, LESSOR 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, COUNTY may deduct the amount of the 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 Commencement Date 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 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 if LESSOR following such contact by COUNTY is 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 deduct the cost thereof, including labor and materials from any rent payable. Should COUNTY be forced to 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 cost, to the COUNTY, of this Lease.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 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 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. In addition Tenant's taking possession of any portion of the Premises will be conclusive evidence that such portion of the Premises was in good order and satisfactory condition, and that all of Landlord's Work in or to 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 prepared and notwithstanding anything to signed by Landlord's Representative and Tenant's Representative after an inspection of the contrary in Paragraph 6.A above, Tenant shall have thirty (30) Premises by both such parties made within 15 days after the Commencement Delivery Date and except as to provide any Warranty Work. Landlord will repair or complete all items set forth on such punch list with a written “punch list” pertaining to defects in the Tenant Improvements constructed by reasonable promptness. Landlord will not be responsible for Tenant. As soon as reasonably possible after timely receipt any items 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 Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employeesagents, agents independent contractors or parties suppliers. Landlord covenants to repair or replace, at Landlord's expense and as "Warranty Work," any defective item of Landlord's Work of which Tenant has contracted 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 to work on the Premises) or Shell Plans; (ii) if said defects and/or damaged item(sany failure to construct the Leasehold Improvements in material compliance with the Leasehold Improvements Plans; or (iii) are 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 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 Landlordany defective materials or workmanship. 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 of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) Within 10 days after the Commencement Date expiration of the above-described one-year warranty period, Landlord will assign to Tenant any manufacturers' or subcontractors' warranties or guaranties that are still then in effect with respect to the 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 Lease 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. In addition When Landlord is of the 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 this Work Letter. Tenant shall also execute Landlord's form of inspection report listing any items which Landlord and notwithstanding anything to Tenant agree are not yet completed (the contrary in Paragraph 6.A above"Punch List"). If Tenant or Tenant's duly authorized representative does not appear for inspection on the date designated by Landlord, Tenant shall be deemed to have thirty (30) days after accepted the Commencement Date Premises as substantially completed, and Landlord or its representative may, but shall not be obligated to, execute the Punch List on behalf of both Landlord and Tenant. At the request of the Landlord, from time to provide Landlord with a written “punch list” pertaining to defects in time thereafter, the Tenant Improvements constructed by shall, upon completion of items previously listed on a Punch List, promptly furnish to the Landlord for a revised Punch List acknowledging completion of said item. Provided Punch List items would not materially impair the Tenant. As soon as reasonably possible after timely receipt 's use or occupancy of the punch listPremises, Landlord (or one of Landlord’s representatives if so approved by Landlord)then, and in such event, the Tenant shall conduct a joint walk-through accept possession of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on Premises. The date which is 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 earlier of all “punch list” items which the parties reasonably agree are either (i) to be corrected by Landlord (but the date upon which shall exclude any damage or defects caused by Tenant, its employees, agents or parties the Tenant has contracted with to work on accepts possession of the Premises) , or (ii) if said defects and/or damaged item(s) the date upon which the Premises are not material, Landlord may elect, in its reasonable discretion, not complete and ready for occupancy is referred to repair such item(s), but to acknowledge in written form herein as the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant "Completion Date". The Premises shall not be responsible upon Lease Termination deemed incomplete or not ready for occupancy if only insubstantial details of construction, decoration or mechanical adjustments remain to repair said item(s) so noted in writing by 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. Landlord Under no circumstances shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion occurrence of any of the same) events described in this paragraph be deemed to complete, at Landlord’s expense, accelerate or defer the “punch list” items without the Commencement Date expiration date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this LeaseTerm.

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A above, Tenant shall have thirty (30) days after the Commencement Date to 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 Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable 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 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 of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A above---------- Paragraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written “"punch list” " pertaining to defects in the Tenant Improvements Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch listthereafter, Landlord (Landlord, or one of Landlord’s 's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable sole and absolute discretion, not to repair such item(s), but to acknowledge in written form feral the defect and/or damaged item(s); in which 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 's expense, the “"punch list” " items without the Commencement Date of the Lease and Tenant’s 's obligation to pay Rent Rental thereunder being affected. Landlord’s obligations under this Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life- threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.. | | | | | | | | (This Space Left Blank Intentionally) | | | | | | Initial: ^ILLEGIBLE^ ----------- [DIAGRAM: FLOOR PLAN OF 733 PALOMAR 3]

Punch List. In addition to and notwithstanding anything Prior to the contrary Closing, Purchaser agrees to participate in Paragraph 6.A abovea walk- through of the Unit ("Walk-Through") with Seller's representative in order to compile a list ofitems the parties mutually agree need correction, Tenant 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 thirty 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 (3060) working days after preparation of the Walk-Through List or sixty (60) working days after the Commencement Date date of Closing, subject to provide Landlord with 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 written “punch list” pertaining to defects in the Tenant Improvements constructed by Landlord for Tenant. As 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 reasonably possible after timely receipt of practicable thereafter. Purchaser’s refusal to close this transaction due to the punch list, Landlord need for reasonable further work (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree be noted on the incomplete or defective construction related Walk-Through List with respect to the Tenant Improvements installed for Tenant Unit) shall constitute a default 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 Purchaser under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this LeaseAgreement.

Punch List. In addition to and notwithstanding anything Prior to the contrary Closing, Xxxxxxxxx agrees to participate in Paragraph 6.A above, Tenant shall have thirty (30) days after the Commencement Date to 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 Premises Unit (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts "Walk-Through") with Seller's representative in order to 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, compile a list of all “punch list” items which the parties reasonably mutually agree need correction, which are apparent at the time of inspection (i) "Walk-Through List"), which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to be corrected by Landlord (but 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 exclude any damage not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or defects caused by Tenant, delay the Closing. Seller will use commercially reasonable efforts to cause its employees, agents or parties Tenant has contracted with contractors to work complete the items on the PremisesWalk-Through List at Seller’s expense within the later to occur of sixty (60) or (ii) if said defects and/or damaged item(s) are 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 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) working days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion after preparation of the sameWalk-Through List or sixty (60) 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 of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) working days after the Commencement Date date of Closing, subject to Force Majeure. 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 Leasetransaction 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. In addition to and notwithstanding anything Prior to the contrary Closing, Xxxxxxxxx agrees to participate in Paragraph 6.A abovea walk- through of the Unit ("Walk-Through") with Seller's representative in order to compile a list ofitems the parties mutually agree need correction, Tenant 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 thirty 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 (3060) working days after preparation of the Walk-Through List or sixty (60) working days after the Commencement Date date of Closing, subject to provide Landlord with Force Majeure. 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 written “punch list” pertaining to defects in the Tenant Improvements constructed by Landlord for Tenant. As 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 reasonably possible after timely receipt of practicable thereafter. Purchaser’s refusal to close this transaction due to the punch list, Landlord need for reasonable further work (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree be noted on the incomplete or defective construction related Walk-Through List with respect to the Tenant Improvements installed for Tenant Unit) shall constitute a default 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 Purchaser under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this LeaseAgreement.

Punch List. In connection with and as a condition to the achievement of Electrical Works Completion for a particular circuit and the achievement of WTG Mechanical Completion as to each WTG, Contractor shall develop a list (each, an “Interim Punch List”) setting forth parts of the Work which remain to be performed in order to 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 notwithstanding anything 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 contrary 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 Punch List that have not been completed. The Parties agree that with respect to Punch List Items that remain uncompleted and which are preventing Final Completion, it may be more expedient for Owner to complete such Punch List Items, at its sole election and option. If Owner so elects, at its sole discretion, Owner may, in Paragraph 6.A abovelieu of requiring Contractor to complete the Punch List Items, Tenant require Contractor to pay to Owner an amount equal to one hundred percent (100%) of the 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. Owner shall have thirty (30) days after the Commencement Date right to provide Landlord with a written “punch list” pertaining offset such amount owed by Contractor against any amounts owed by Owner to defects in the Tenant Improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch list, Landlord (Contractor at Final Completion or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 otherwise under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this LeaseAgreement.

Punch List. In addition to and notwithstanding anything Prior to the contrary Closing, Xxxxxxxxx agrees to participate in Paragraph 6.A abovea walk- through of the Unit ("Walk-Through") with Seller's representative in order to compile a list ofitems the parties mutually agree need correction, Tenant which are apparent at the time of inspection ("Walk- Through List"), which Walk-Through List shall be signed by both Purchaser and Seller. IfPurchaser fails or refuses to complete the Walk-Through or to sign the Walk-Through List, or to have thirty 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 (3060) working days after preparation of the Walk-Through List or sixty (60) working days after the Commencement Date date of Closing, subject to provide Landlord with Force Majeure. 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 written “punch list” pertaining to defects in the Tenant Improvements constructed by Landlord for Tenant. As 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 reasonably possible after timely receipt of practicable thereafter. Purchaser's refusal to close this transaction due to the punch list, Landlord need for reasonable further work (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree be noted on the incomplete or defective construction related Walk-Through List with respect to the Tenant Improvements installed for Tenant Unit) shall constitute a default 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which 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 Purchaser under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this LeaseAgreement.

Punch List. In addition Tenant has completed a walk-through inspection of the Premises and the portions of the Building and common areas reasonable necessary for Tenant to and notwithstanding anything to conduct its business operations from the contrary in Paragraph 6.A abovePremises (the “Walk-Through 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 after the Commencement Date to 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 Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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 reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and SurrenderPunchlist 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 shall not be responsible upon Lease Termination to repair said item(s) so noted in writing by Landlord. as the date of Substantial Completion of the Shell Improvements, provided that 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 of no force and effect if Tenant shall fail to give any repair such notice to Landlord Punchlist Items within thirty (30) days after the Commencement Date date of the Walk-Through Inspection. If Tenant does submit such a list, and the items set forth on the list are, in fact, part of the Shell Improvements under this LeaseLease 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. In addition to and notwithstanding anything to the contrary in Paragraph 6.A aboveParagraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written “"punch list” " pertaining to material defects in the Tenant Improvements Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch listthereafter, Landlord (Landlord, or one of Landlord’s 's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to 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 reasonably agree are (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(sitems) are not material, Landlord may elect, in its reasonable 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 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(sitems) 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 's expense, the “"punch list” " items without the Commencement Date of the Lease and Tenant’s 's obligation to pay Rent Rental thereunder being affected. Landlord’s obligations under this Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.