02-11-2021 SPECIAL JOINT FINANCE COMMITTEE PACKET

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B-5 for such matters in advance. In no event shall any such disruption, interference, limitation or closure constitute a constructive eviction or permit Tenant to offset or abate rent. Tenant shall at all times reasonably cooperate with Landlord’s construction of the Building Addition Work. 6. Change Requests. No changes to the Final Plans or the agreed Cost Proposal may be made without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. If Tenant requests a change that would directly or indirectly delay the Substantial Completion of the Building Addition Work, Landlord shall not be obligated to make such change unless Tenant agrees in writing that such delay (in the amount reasonably determined by Landlord) is a Tenant Delay. If Tenant requests a change to the Final Plans that increases the agreed Cost Proposal, Landlord shall not be obligated to make such change unless Tenant agrees in writing that such increase in costs is included in the Over-Allowance Amount and Tenant pays such increase to Landlord within ten (10) days. 7. Substantial Completion. When Landlord's architect certifies that the Building Addition Work is Substantially Complete, Landlord shall notify Tenant thereof in writing. Tenant's Representative and Landlord's Representative shall at a mutually convenient date and time conduct a joint walk-through of the Building Addition in order to review the Building Addition Work. Based upon said walk-through, Landlord's Representative and Tenant's Representative shall prepare a list of Punch List Work and, subject to Force Majeure, Tenant Delays and other causes beyond Landlord's reasonable control, Landlord shall use commercially reasonable efforts to complete the Punch List Work items within 30 days after such joint walk-through. In the event of any dispute as to whether or not Landlord has Substantially Completed the Building Addition Work, the decision of Landlord's architect shall be final and binding on the parties. Tenant agrees that, at the request of Landlord from time to time after the initial inspection, Tenant shall initial such punch list or execute revised lists of Punch List Work to reflect completion or partial completion of prior Punch List Work. 8. Early Entry by Tenant. Subject to the terms hereof and provided that Tenant and its agents do not interfere with the Contractor's work, Landlord shall allow access to the Building Addition within a reasonable time as determined by Landlord prior to the Substantial Completion of the Building Addition Work for the purpose of installing equipment and/or fixtures (including Tenant's data and telephone equipment) and Tenant's furniture in the Building Addition. Prior to Tenant's entry, Tenant shall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail any of Tenant’s contractors, employees or agents accessing the Building Addition and the timing and purpose of such entry. In connection with any such entry, Tenant acknowledges and agrees that all Tenant’s contractors, employees or agents shall fully cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representatives in performing work in the Building, Building Addition and the Premises, or in performing any inspections, or interfere with the general operation of the Building, Building Addition and the Premises. 9. Cost Allocation. (a) Landlord shall pay the costs of the Building Addition Work in an amount up to, but not exceeding, the Tenant Allowance. Landlord shall deduct the Construction Management Fee from the Tenant Allowance. (b) In no event shall Landlord be obligated to pay for, nor shall the Tenant Allowance be used to pay for, the costs of any of Tenant's furniture, fixtures, computer systems, telephone systems, equipment, or other personal property (whether or not such items may be depicted on the Final Plans), and the cost of such items shall be paid for by Tenant from Tenant's own funds.