Section 24.1.3 . Section 24.1.3 of the Ground Lease is hereby amended and restated in its entirety to read as follows: ROFO . The following provisions shall be added to the Ground Lease as new Section 26.20 immediately following Section 26.19 Right of First Offer Item No. 4b _attach June 13, 2017 �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.51;7 3;.08; 3;'.7; 48;&#x.39 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.51;7 3;.08; 3;'.7; 48;&#x.39 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;{00208903.DOCX; 1 / 13166 / AMD } DMWEST #15021590 v2 The Port, as Landlord, shall have a one time right of first offer to purchase Tenant’s leasehold interest in the Property and fee interest in the Project (collectively, the “Leasehold”) during the period (the “ROFO Term”) commencing on the Commencement Date and ending on the third anniversary of the Commencement Date. If, during the ROFO Term, Tenant elects to market the Leasehold for sale, other than an Excluded Sale (defined below), then, prior to listing, marketing or selling the Leasehold, Tenant s hall notify Landlord of the purchase price and any other terms which Tenant is willing to accept for the sale of the Leasehold, as determined in Tenant’s sole discretion (“ Tenant’s Notice ”). Landlord shall have twenty ) business days from receipt of Tenant’s Notice (“ Landlord’s Response Period ”) to notify Tenant in writing of whether Landlord (or an Affiliate of Landlord) elects to exercise its one time right of first offer to purchase the Leasehold on the terms contained in Tenant’s Notice (the “ROFO subject to approval by the Port Commission of the Port of Seattle (“Port Commission”) . If Landlord fails to notify Tenant whether it elects to exercise the ROFO prior to the expiration of Landlord’s Response Period, Landlord shall be deemed to have dec lined to exercise the ROFO. Landlord’s exercise of the ROFO shall be irrevocable once approved by the Port Commission and delivered to Tenant. If Landlord declines (or is deemed to have declined) to exercise the ROFO, Landlord’s ROFO and this Section 26 .20 shall immediately terminate and Tenant shall be free to list, market and/or sell the Leasehold on any terms in its sole discretion, but subject to Landlord’s rights pursuant to Sections 24 and 25 of this Agreement. If Landlord notifies Tenant of its election to exercise the ROFO during Landlord’s Response Period, then Landlord (or its Affiliate) and Tenant shall, within ten (10) business days of the day Landlord notifies Tenant of its election to exercise the ROFO, use commercially reasonable efforts to mutually agree on the definitive terms of a purchase and sale agreement (a “PSA”), which shall include all of the terms proposed in Tenant’s Notice, and execute such PSA, which PSA shall provide that the sale shall close within thirty (30) days followin g execution of such PSA or on such other date mutually agreed to by the parties. Pursuant to the PSA, (i) all closing costs will be allocated in accordance with local standards and customs; (ii) each party shall be responsible for any commissions or other costs due any broker engaged by such party ; and (iii) the mutually agreed upon purchase price shall not be reduced by implied broker commissions or any other imputed offsets. If Landlord (or its Affiliate) and Tenant are unable to reach agreement, execut e, or close upon the PSA within the timeframes set forth above, then the ROFO and this Section 26.20 shall terminate and Tenant may list, market and/or sell the Leasehold with no further obligation to Landlord with respect to the ROFO, but subject to Landl ord’s rights pursuant to Sections 24 and 25 of this Agreement. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.51;7 3;.08; 3;'.7; 48;&#x.39 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.51;7 3;.08; 3;'.7; 48;&#x.39 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;{00208903.DOCX; 1 / 13166 / AMD } DMWEST #15021590 v2 TIME IS OF THE ESSENCE WITH REGARD TO EACH AND EVERY OBLIGATION OF LANDLORD CONTAINED IN THIS SECTION. The ROFO shall be personal to the Port (and its Affiliates), and any and all rights of Landlord with respect to the ROFO and/or this Section 26.20 shall terminate if the Port (or an Affiliate of Port) is no longer the Landlord under this Agreement. For t he avoidance of doubt, after the expiration of the ROFO Term, the ROFO and this Section 26.20 shall terminate and Tenant shall have no obligation to notify Landlord prior to listing, marketing and/or selling the Leasehold. Notwithstanding anything to the contrary in this Section, Landlord’s ROFO as provided herein shall not apply to (i) any Permitted Assignment or Permitted Sublease, (ii) any sale or assignment to an Affiliate of Tenant, MetLife, or any fund or entity managed by MetLife or any Affiliate o MetLife, (iii) any foreclosure, deed in lieu of foreclosure or other exercise of remedies by a Leasehold Mortgagee, or (iv) the first subsequent sale of the Leasehold by any Leasehold Mortgagee or Foreclosure Purchaser (each an Excluded Sale Effect of Amendment . Except as provided in this Amendment, all other terms, conditions and provisions of the Ground Lease remain unchanged and shall continue in full force and effect as set forth in the Ground Lease. [Intentionally Blank Signatures Follow on Next Page] �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.51;7 3;.08; 4;C.2; 56;&#x.58 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.51;7 3;.08; 4;C.2; 56;&#x.58 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;{00208903.DOCX; 1 / 13166 / AMD } Signature Page to First Amendment to Phase I Ground Lease DMWEST #15021590 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Amendment as of the date set forth above. LANDLORD: PORT OF SEATTLE, a Washington municipal corporation By: Name: Its: TENANT: DES MOINES CREEK BUSINESS PARK PHASE , LLC, a Delaware limited liability company By: DMCBP Phase II Venture , LLC, a Delaware limited liability company, Sole Member By: PDC DMCBP, LLC, a Delaware limited liability Company, Managing Member By: PDC Seattle LLC, a Delaware limited liability company, Manager By: Bart Brynestad, Local Partner