Condition of the Demised Premises. ​ hereby acknowledges and agrees that # all work and installations heretofore required to be performed or made by Landlord under the Original Lease have been fully performed or made prior to the date hereof; # ​ has inspected the Original Premises and agrees to accept same in its “as is” condition as of the date hereof; # ​ has inspected the 5,003 Expansion Premises and agrees to accept same in its “as is” condition as of the date hereof and Landlord shall not be required to perform any work, make any installations or incur any expense in or with respect to the Original Premises (or any portion thereof) in order to prepare same for continued occupancy by ​ or in or with respect to the 5,003 Expansion Premises (or any portion thereof) in order to prepare same for occupancy by ​ except that Landlord will perform the work and make the installations, at Landlord’s sole cost and expense, and in accordance with the requirements of the Lease (including this Agreement), as set forth on the Floor Plan annexed hereto as [Exhibit A], which work is sometimes hereinafter referred to as the “5,003 Expansion Work”. In connection with the performance of the 5,003 Expansion Work, ​ shall provide Landlord and its contractors with access to the Demised Premises, to the extent necessary, in order to perform the 5,003 Expansion Work. ​ acknowledges and agrees that there shall be no liability to Landlord, and no abatement of the obligations and liabilities of ​ under the Lease, on account of any inconvenience or interference that may result from Landlord’s performance of the 5,003 Expansion Work except to the extent the same arise from or in connection with the gross negligence or willful misconduct of Landlord or its employees, contractors, agents or representatives. To the extent necessary, ​ shall be responsible for moving the furniture and equipment in the Original Premises (at ​'s sole cost and expense) in order to permit Landlord to perform the 5,003 Expansion Work. Landlord shall use commercially reasonable efforts to minimize interference with or disruption of ​’s use of the balance of the Demised Premises while performing the 5,003 Expansion Work.

Rentable Square Feet of Premises. The rentable square footage of the Premises is hereby deemed to be as set forth in Section 2.2 of the Summary, and shall not be subject to measurement or adjustment during the Lease Term.

The Premises; Tender of Possession. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the "Premises"). The outline of the Premises is set forth in Exhibit A attached hereto. The outline of the "Building" and the "Project," as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as Exhibit A. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the "Common Areas," as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises or the "Project," as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the "Tenant Work Letter"), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Landlord shall be deemed to have tendered possession of each portion of the Premises to Tenant upon the date of delivery of the “Substantial Completion Certificate” to Tenant in connection with the “Tenant Improvements,” as each of those terms is defined in the Tenant Work Letter, and a key or access card to such portion of the Premises, and the receipt of any certificate of occupancy or its [[Organization A:Organization]] equivalent, or other required sign- offs from any applicable governmental authority, allowing the [[Organization A:Organization]] occupancy of such portion of the Premises (the ""Possession Date"), and no action by Tenant shall be required therefor. If for any reason, Landlord is delayed in tendering possession of the Premises to Tenant by any particular date, Landlord shall not be subject to any liability for such failure, and the validity of this Lease shall not be impaired, subject to the terms of Section 2.1 below. Neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant's business, except as specifically set forth in this Lease and the Tenant Work Letter. Landlord shall deliver the Premises to Tenant in good, vacant, broom clean condition, in compliance with all laws, de-commissioned, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, to be in good operating condition and repair on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the [[Organization A:Organization]] occupancy of the Premises or completion of the Tenant Improvements.

Tenant and its authorized agents shall be granted a license by Landlord to enter upon the Premises prior to the Delivery Date at a time and date determined by Landlord in Landlord reasonable discretion, at Tenant’s sole risk and expense, for the sole purpose of inspecting, surveying and measuring the Premises (and not to conduct any invasive environmental testing of the Premises or to conduct any business of Tenant in the Building or Premises); provided, however, that # prior to entering upon the Premises, Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the provisions of Article 23 are in effect, # and such early entry shall at all times prior to the Delivery Date be subject to Articles 12, 13, 14, 19, 21, 22, 23, 28, 31, 34, 35, 37, 38, 39 and 40 of this Lease; # Tenant shall pay all service and maintenance charges for the Premises attributable to Tenant’s early entry and use of the Premises as reasonably determined by Landlord, except that Tenant shall not be obligated to pay for the cost of utilities supplied to the Premises prior to the Delivery Date, and # prior to entering upon the Premises, Tenant shall have delivered to Landlord an executed original of this Lease and payment in an amount equal to # monthly Base Rent for the first (1st) month of the initial Term, plus # the Security Deposit. In the event of any breach or default by Tenant of any term or provision of those certain Lease sections set forth in [clause (b) above], Landlord may, in its reasonable discretion, in addition to exercising any of its other rights and remedies set forth herein, revoke such early entry license upon written notice to Tenant.

delivery of the New Premises is delayed as a result of Tenant’s failure to provide said insurance certificates, the New Term Commencement Date shall remain unchanged to extent delayed by such failure.

No agreement to accept surrender of all or any part of the Demised Premises shall be valid unless in writing and signed by Landlord. The delivery of keys to an employee of Landlord or of its agent shall not operate as a termination of this lease or a surrender of the Demised Premises. If Tenant shall at any time request Landlord to sublet the Demised Premises for Tenant’s account, Landlord or its agents is authorized to receive said keys for such purposes without releasing Tenant from any of its obligations under this lease.

New Lease; Lease Amendment. If Tenant leases the Station 5 Premises pursuant to this Paragraph 42, Landlord shall prepare, and Landlord and Tenant shall execute within thirty (30) days after Tenant’s delivery of the Expansion Exercise Notice, # a new lease demising the Station 5 Premises on the same terms and conditions of this Lease as modified pursuant to Paragraph 42.3 (for purposes of this Paragraph 42, the “Station 5 Lease”).

Delivery of Documents. The Agent shall have received on or before the Amendment Effective Date this Amendment, duly executed by the Borrower, the Agent and the Lenders.

Counterparts; Electronic Delivery. This Agreement and each other document executed in connection with the Merger, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Party of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

Delivery of Shares. Upon the expiration or termination of the Restriction Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to Restricted Stock or Restricted Stock Units settled in shares of Common Stock shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book entry or direct registration or a share certificate evidencing ownership of such shares of Common Stock shall be issued, free of all such restrictions, to the Participant or such Participant’s beneficiary or estate, as the case may be.