Common use of DELAY IN POSSESSION Clause in Contracts

DELAY IN POSSESSION. Landlord agrees to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requested.

DELAY IN POSSESSION. If for any reason Landlord agrees cannot deliver possession of the Premises to use its best reasonable efforts to complete Landlord’s Work (Tenant by the Commencement Date, except as defined in the Workletter) promptlyprovided below, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding In such case, Tenant shall not, except as otherwise provided herein, be obligated to pay Rent or perform any other provision obligation of Tenant under the terms of this Section 2.3, however, unless Lease until Landlord delivers a Structural Completion Certificate for at least one possession of the two Phase I Buildings and tenders Premises to Tenant. The term of the Lease shall commence on the earlier of (a) the date Tenant takes possession of those completed structural portions the Premises or (b) 10 days following notice to Tenant that Landlord is prepared to tender possession of the Building Shell for such Building that must be completed as a condition of delivery Premises to Tenant. If possession of the Structural Completion Certificate by the date which Premises is one hundred twenty (120) not delivered to Tenant within 60 days after the date specified for structural completion as Commencement Date and such delay is not due to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit DTenant’s acts, failure to act, or omissions, Tenant shall have the right option to terminate this Lease without further liability hereunder either (i) by written notice delivered in writing to Landlord at any time prior to Landlord’s delivery within 10 days after the end of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, said 60-day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with cancel this Lease and the Workletter, which reimbursement parties shall be paid by discharged from all obligations hereunder; or (ii) elect not to cancel this Lease, in which case Tenant shall receive rent abatement, to be applied to the rent coming due when the term of the Lease commences, equal to one day for each day following such sixtieth (60th) day that Landlord fails to deliver the Premises to Tenant within thirty (30) days after Landlord’s receipt If such written notice of Tenant’s written request for such reimbursementcancellation under (i) above is not received by Landlord within said 10-day period, accompanied by copies of such invoices Tenant’s right to cancel this Lease shall terminate and other supporting documentation as Landlord may reasonably request Tenant shall be deemed to evidence the nature and amount of the fees and costs for which such reimbursement is requestedhave elected option (ii) above.

DELAY IN POSSESSION. If for any reason Landlord agrees cannot deliver possession of the Premises to use its best reasonable efforts to complete Landlord’s Work (as defined in Tenant by the Workletter) promptlyCommencement Date, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding In such case, Tenant shall not, except as otherwise provided herein, be obligated to pay Rent or perform any other provision obligation of Tenant under the terms of this Section 2.3, however, unless Lease until Landlord delivers a Structural Completion Certificate for at least one possession of the two Phase I Buildings and tenders Premises to Tenant. The term of the Lease shall commence on the earlier of (a) the date upon which Tenant takes possession of those completed structural portions the Premises, or (b) ten (10) days following notice to Tenant that the Leasehold Improvements (as defined in the Tenant Improvements Addendum) are substantially complete (as such term is defined in the Tenant Improvements Addendum) and Landlord is prepared to tender possession of the Building Shell for such Building that must be completed as a condition of delivery Premises to Tenant. If possession of the Structural Completion Certificate by Premises is not delivered to Tenant within sixty (60) days after the date which receipt of a building permit in respect of the Premises from the City of Grand Prairie and such delay is not due to Tenant’s acts, failure to act or omissions, then Tenant shall be entitled, as its sole remedy, to receive one (1) day’s rental abatement (effective as of the Commencement Date) for each day of delay beyond such sixty (60) day period. If possession of the Premises is not delivered to Tenant within ninety (90) days after the receipt of a building permit in respect of the Premises from the City of Grand Prairie and such delay is not due to Tenant’s acts, failure to act or omissions, then Tenant shall be entitled, as its sole remedy, to receive two (2) days’ rental abatement (effective as of the Commencement Date) for each day of delay beyond such ninety (90) day period. If possession of the Premises is not delivered to Tenant within one hundred twenty (120) days after the date specified for structural completion receipt of a building permit in respect of the Premises from the City of Grand Prairie and such delay is not due to Tenant’s acts, failure to act or omissions, then Tenant may, as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Dits sole remedy, Tenant shall have the right to terminate cancel this Lease without further liability hereunder by written notice delivered in writing to Landlord at any time prior to Landlord’s delivery within ten (10) days after the end of a Structural Completion Certificate for at least said one Phase I Building hundred twenty (120) day period, and tender of possession of in such event the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence parties shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter)discharged from all obligations hereunder. If such a termination written notice from Tenant is not received by Landlord within said ten (10) day period, Tenant’s right arises in favor of Tenant to cancel this Lease shall terminate. If the Commencement Date is after August 1, 1999, and is properly exercised by Tenantnot the first day in a calendar month, then Landlord the Term shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for designend, space planning, architectural, engineering and construction management services in connection with this Lease and the WorkletterExpiration Date shall be, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount last day of the fees and costs for which such reimbursement is requestedeighty-four (84) month period that begins on the first day of the first full calendar month of the Term.

DELAY IN POSSESSION. Landlord agrees to use its best reasonable efforts to complete Landlord’s 's Work (as defined in the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s 's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s 's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s 's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s 's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s 's receipt of Tenant’s 's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requested.

DELAY IN POSSESSION. (a) Landlord agrees currently anticipates that the Delivery Date will occur on or about the Estimated Delivery Date. If the Delivery Date has not occurred by the Estimated Delivery Date because any repairs or improvements to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptlyDemised Premises are not completed, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by liability to Tenant (except to the extent set forth herein). Under such circumstances (but subject to the provisions herein relating to Tenant Delay, the Rent reserved and covenanted to be paid herein shall not commence until the Commencement Date, and no such failure to deliver possession shall in any delay in the completion of such work, nor shall any such delay other respect affect the validity of this Lease or the obligations of Tenant hereunderLease. Notwithstanding any the foregoing, in the event that the Commencement Date does not occur by the date which is forty five (45) days after the Estimated Delivery Date (other provision than on account of this Section 2.3a Force Majeure, howevernot to exceed six (6) months, unless Landlord delivers or on account of a Structural Completion Certificate Tenant Delay), Tenant shall be entitled, as its sole and exclusive remedy, to a rent credit equal to one day’s Base Rent (net of Operating Expenses) for at least one of each day that the two Phase I Buildings and tenders possession of those completed structural portions of Commencement Date is delayed beyond such forty five (45) day period after the Building Shell for such Building Estimated Delivery Date. (b) In the event that must be completed as a condition of delivery of the Structural Completion Certificate Commencement Date has not occurred by the date which is one hundred twenty eighty (120180) days after the date specified for structural completion as Estimated Delivery Date (other than on account of a Tenant Delay or on account of a Force Majeure, not to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Dexceed six (6) months), then Tenant shall thereafter have the right to terminate this Lease without further liability hereunder by delivering fifteen (15) days’ written notice delivered thereof to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to TenantCommencement Date; provided, however, that if the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence Commencement Date shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays occur within fifteen (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (3015) days after Landlord’s receipt of Tenant’s written request for such reimbursementtermination notice, accompanied by copies of such invoices then Tenant’s termination notice shall be null and other supporting documentation as Landlord may reasonably request to evidence the nature void and amount of the fees this Lease shall remain in full force and costs for which such reimbursement is requestedeffect.

DELAY IN POSSESSION. Landlord and Tenant acknowledge that the Premises is currently leased by the United States Government Printing Office (the "GPO"). Tenant further acknowledges that as of the date hereof, Landlord has asked the GPO to surrender the Premises, and the GPO has agreed to do so, but formal documentation surrendering the Premises has not been completed. In the event that Landlord has not been able on or before March 1, 2000 to obtain the formal documentation from the GPO to surrender the Premises at a specific date no later than one month thereafter (the "Target Delivery Date"), Tenant shall have the continuing right at any time thereafter until Landlord has obtained the GPO's agreement, to terminate this Lease by providing written notice thereof to Landlord. Tenant's right to terminate this Lease as provided in the preceding paragraph shall cease, and be of no further force or effect at such time as Landlord shall have obtained the GPO's agreement to surrender the Premises as described above. Landlord agrees to use its best commercially reasonable efforts to complete Landlord’s Work deliver possession of the Premises to Tenant upon or before the Target Delivery Date for the installation of tenant improvements, equipment, communication and security systems, and Trade Fixtures (as defined hereinafter defined). However, if the Landlord has not delivered the Premises to Tenant by the Target Delivery Date, then Tenant shall be entitled to a rental abatement equal to one day's Base Rent for each day after the Target Delivery Date that the Commencement Date occurs. In addition, in the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, event that Landlord shall has not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one delivered possession of the two Phase I Buildings and tenders possession of those completed structural portions Premises within sixty (60) days of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit DTarget Delivery Date, Tenant shall have the right to terminate this Lease without further liability hereunder by provide written notice delivered that if the Landlord fails to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of deliver possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord Premises to Tenant within thirty (30) days after Landlord’s receipt such notice, that this Lease will be terminated, in which event the Security Deposit and the first month's rent and operating expenses will be promptly returned to Tenant. In addition, Landlord agrees to attempt to provide access to the Premises to Tenant from and after the date hereof to allow Tenant to begin its planning and design process. Any such access to the interior of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as the Premises which Landlord may reasonably request be able to evidence obtain for Tenant shall be only during the nature and amount normal operating hours of the fees GPO, and costs shall be conditioned upon Tenant not interfering with the operations of the GPO. In addition, Tenant's access t the Premises from and after the Commencement Date until the demising wall described in paragraph 2 above is completed, shall be only during the normal operating hours of the GPO, and shall be conditioned upon Tenant not interfering with the operations of the GPO. Tenant may make other arrangements as may be mutually agreed upon to accommodate Tenant's requirements for which such reimbursement is requestedthe construction of its tenant improvements, equipment, communication, security systems and Trade Fixtures.

DELAY IN POSSESSION. Notwithstanding that Commencement Date, if for any reason Landlord agrees cannot deliver possession of the Premises to use its best reasonable efforts to complete Tenant with Landlord’s Work 's Improvements (as defined in below) substantially completed by September 15, 2001 (the Workletter) promptly"Out Date"), diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for but in such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Dcase, Tenant shall have the right not be obligated to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of pay rent until possession of the completed structural portions of Premises is tendered to Tenant and the Building Shell initial term shall be extended one (1) day for such Phase I Building every day between the Commencement Date and the date on which Landlord delivers the Premises to TenantTenant with Landlord's Improvements substantially completed; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence if Landlord shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction not have delivered possession of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant Premises within thirty (30) days after the Out Date, Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) business days thereafter, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder; provided further, however, that if such written notice of Tenant is not received by Landlord within said ten (10) business day period, Tenant's right to cancel this Lease hereunder shall -1- terminate and be of no further force or effect. In addition to the delay in commencement of rent as provided in this Paragraph 3.2, in the event that substantial completion of Landlord’s receipt of Tenant’s written request 's Work does not occur by the Out Date, then Tenant shall be entitled to a rent credit equal to one (1) day's Base Rent for such reimbursement, accompanied by copies of such invoices and other supporting documentation as each one (1) full day from the period from the Out Date until the date upon which Landlord may reasonably request to evidence the nature and amount delivers possession of the fees and costs for which such reimbursement Premises to Tenant with Landlord's Improvements substantially completed. The Out Date shall be extended by one (1) day far every day Landlord is requesteddelayed in substantially completing the Landlord Improvements due to (a) the acts or omissions of Tenant or its agents, employees, or contractors, (b) inability to obtain, or delays in obtaining, necessary permits and/or (c) any other one or more events beyond Landlord's reasonable control.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused rent and the Commencement Date shall not occur until Landlord delivers possession of the Premises and the Premises are in fact available for Tenant's occupancy with any Tenant Improvements that have been approved as per Section 3.1(a) above, except that if Landlord's failure to so deliver possession on the Estimated Commencement Date is attributable to any Tenant Delay, then the Commencement Date shall not be advanced to the date on which possession of the Premises is tendered to Tenant, and Landlord shall be entitled to full performance by Tenant (including the payment of rent) from the date Landlord would have been able to deliver the Premises to Tenant but for Tenant's Delay(s). If Landlord, for any delay reason other than Tenant's Delay(s) or inability to perform as contemplated in the completion of such work, nor shall any such delay affect the validity Section 20.9 of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one cannot deliver possession of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as Premises to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit DTenant on or before December 31, 1997, Tenant shall have the right to terminate this Lease without further liability hereunder by giving written notice delivered of Termination to Landlord at no later than January 31, 1998, in which case the Lease shall terminate and neither party shall have any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of further rights or obligations hereunder other than the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant to receive the return of its Security Deposit and is properly exercised by Tenant, then any other amounts prepaid to Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with under this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursementtermination. Notwithstanding the foregoing, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request in no event shall Tenant have the right to evidence the nature and amount terminate this Lease if possession of the fees and costs for which such reimbursement Premises is requesteddelivered to Tenant prior to Tenant's delivering its written notice of termination to Landlord.

DELAY IN POSSESSION. Landlord (a) ▇▇▇▇▇▇▇▇ agrees to use its best commercially reasonable efforts to complete Landlorddeliver possession of the Premises to Tenant by the Commencement Date. If, despite said efforts, ▇▇▇▇▇▇▇▇ is unable to deliver possession whether related to construction, repairs, cleaning, or a previous tenant’s Work (as defined in the Workletter) promptlyholding over, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, then ▇▇▇▇▇▇ agrees that Landlord shall not be liable subject to any liability therefor for any loss or damages, of any nature or kind whatsoever, including, but not limited to, consequential, incidental, special, or statutory damages caused by of any delay in the completion of such worknature or kind, nor shall any such delay failure affect the validity of this Lease or Lease. (b) If applicable, during the obligations period of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of time following the two Phase I Buildings Commencement Date and tenders possession of those completed structural portions of during which the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as Premises have not been delivered to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit DTenant, Tenant shall have the right be excused from its obligation to terminate pay Rent or perform its other obligations under this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of on a Structural Completion Certificate for at least one Phase I Building and tender of day-for-day basis until the date it receives possession of the completed structural portions Premises. If possession of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and Premises is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant not delivered within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursementthe Commencement Date, accompanied then either Tenant or Landlord may, at its option, by copies notice in writing to the other within ten (10) days after the end of such invoices thirty (30) day period, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder. If such written notice is not received within said ten (10) day period, either party’s right to cancel shall terminate and other supporting documentation as Landlord may reasonably request be of no further force or effect and the Lease shall continue in full force and effect subject only to evidence abatement of Rent until the nature and amount Premises have been delivered, at which time all of the fees terms and costs conditions of this Lease, including payment of Rent, shall be applicable to Tenant. (c) This Section is only applicable in the event that delivery of the Premises, excluding the common areas of the Building, is delayed. For the avoidance of doubt, this Section shall be wholly inapplicable, and Tenant shall have no right to terminate this Lease, if Tenant has access to the Premises. (d) ▇▇▇▇▇▇ agrees that the day-for-day abatement of rent as provided for which in Section 22 (b) above represents a reasonable measure of damages that Tenant would experience and shall constitute full settlement of all damages caused by such reimbursement is requesteddelay. (e) This Section shall be deemed to be “an express provision to the contrary” as provided in New York State Real Property Law Section 223-a.

DELAY IN POSSESSION. On or before 8:00 am local time on the Target Date, Landlord agrees shall deliver exclusive possession of the Premises to use its best reasonable efforts Tenant with the Premises being in Required Delivery Condition. The “Target Date” shall be December 31, 2005, but shall be extended by one day for each day the Landlord is delayed in delivering exclusive possession of the Premises to complete Landlord’s Work (as defined Tenant in Required Delivery Condition except in the Worklettercase of a default by Tenant hereunder or any other negligence or willful misconduct by Tenant or willful misconduct. For purposes hereof, the Premises shall be in “Required Delivery Condition” if (a) promptlythe Premises is vacant and free of all tenancies other than Tenant’s rights of possession hereunder, diligently (b) the Premises and within Building are broom clean and in good condition and comply with all applicable laws, codes, regulations and ordinances, (c) all electrical, plumbing, heating, ventilation, air conditioning, mechanical, life safety and lighting systems serving the respective time periods set forth Premises are in good, working order, (d) the respective estimated construction schedules attached hereto as Exhibit D Common Areas are in good condition and incorporated herein by this referencecomply with all applicable laws, as such schedules may be modified from time to time by mutual written agreement of Landlord codes, regulations and Tenantordinances, and subject (e) the Premises is free of Hazardous Substances. If for any reason Landlord fails to any deliver exclusive possession of the Premises to Tenant Delays and Unavoidable Delays (as respectively defined in Required Delivery Condition by 8:00 a.m. local time on the Workletter); providedTarget Date, however, that Landlord such failure shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease, but (1) the Commencement Date shall be extended until the date that Landlord delivers to Tenant exclusive possession of the Premises in Required Delivery Condition, (2) the Expiration Date shall be extended so that the Lease Term is ten (10) years, and eight (8) months from and after the Commencement Date, and (3) Tenant shall not be obligated to pay Rent hereunder or the obligations perform any other obligation of Tenant hereunder. Notwithstanding any other provision under the terms of this Section 2.3, however, unless Lease until Landlord delivers a Structural Completion Certificate for at least one exclusive possession of the two Phase I Buildings and tenders Premises to Tenant in Required Delivery Condition. If Landlord fails to deliver exclusive possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by Premises to Tenant in Required Delivery Condition on or before the date which that is one hundred twenty sixty (12060) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit DTarget Date, Tenant shall have the right to terminate this Lease without further liability hereunder by written upon notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date given on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to before the date that is ten days after the end of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty sixty (3060) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedday period.

DELAY IN POSSESSION. In the event the Tenant should fail to take possession of the Demised Premises on or by the Commencement Date, this Lease shall nevertheless remain in full force and effect and the Rent and other monies payable by the Tenant shall be paid as from the Commencement Date. In the event the Landlord agrees to use its best reasonable efforts to complete Landlord’s Work (cannot deliver vacant possession of the Demised Premises on or by the Commencement Date, then the Tenant shall take possession of the Demised Premises as defined soon as vacant possession can be delivered of the same, and this Lease shall not be void or voidable, nor shall the Landlord be liable for any loss or damage resulting from the delay in the Workletter) promptlyTenant obtaining possession and, diligently in such event, the Term shall commence on delivery of vacant possession, the Commencement Date shall be the day on which the Demised Premises are so delivered up, the Termination Date shall be extended and within the respective time periods set forth in Term shall remain the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); providedsame. Provided, however, that if the Term is not commenced within six (6) months of the Commencement Date as provided for in Article 2.02, then this Lease is at an end, and neither party shall have any action or right against the other. The Landlord shall not be liable for any damages caused loss, injury, damage or inconvenience which the Tenant may suffer by reason of any delay in the completion Landlord delivering the Demised Premises to the Tenant, or which the Tenant may suffer by reason of such work, nor shall any such delay affect in the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one taking occupancy of the two Phase I Buildings Demised Premises howsoever occasioned. For the purposes of planning and tenders possession the construction of those completed structural portions its leasehold improvements and/or operation of the Building Shell for such Building that must be completed as a condition of delivery of Tenant’s business, the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have access to the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession Demised Premises upon execution of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred Lease prior to the date of such termination for designCommencement Date. During this period, space planningthe Tenant shall not be obligated to pay any Basic Rent, architecturalAdditional Rent and applicable GST (collectively, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement “Gross Rent”) but shall be paid abide by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and all other supporting documentation as Landlord may reasonably request to evidence the nature and amount terms of the fees and costs for which such reimbursement is requestedLease.

DELAY IN POSSESSION. (a) Landlord agrees to use its best commercially reasonable efforts to complete Landlorddeliver possession of the Premises to Tenant by the Commencement Date. If, despite said efforts, Landlord is unable to deliver possession whether related to construction, repairs, cleaning, or a previous tenant’s Work (as defined in the Workletter) promptlyholding over, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any then Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, agrees that Landlord shall not be liable subject to any liability therefor for any loss or damages, of any nature or kind whatsoever, including, but not limited to, consequential, incidental, special, or statutory damages caused by of any delay in the completion of such worknature or kind, nor shall any such delay failure affect the validity of this Lease or Lease. (b) If applicable, during the obligations period of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of time following the two Phase I Buildings Commencement Date and tenders possession of those completed structural portions of during which the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as Premises have not been delivered to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit DTenant, Tenant shall have the right be excused from its obligation to terminate pay Rent or perform its other obligations under this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of on a Structural Completion Certificate for at least one Phase I Building and tender of day-for-day basis until the date it receives possession of the completed structural portions Premises. If possession of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and Premises is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant not delivered within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursementthe Commencement Date, accompanied then either Tenant or Landlord may, at its option, by copies notice in writing to the other within ten (10) days after the end of such invoices thirty (30) day period, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder. If such written notice is not received within said ten (10) day period, either party’s right to cancel shall terminate and other supporting documentation as Landlord may reasonably request be of no further force or effect and the Lease shall continue in full force and effect subject only to evidence abatement of Rent until the nature and amount Premises have been delivered, at which time all of the fees terms and costs conditions of this Lease, including payment of Rent, shall be applicable to Tenant. (c) This Section is only applicable in the event that delivery of the Premises, excluding the common areas of the Building, is delayed. For the avoidance of doubt, this Section shall be wholly inapplicable, and Tenant shall have no right to terminate this Lease, if Tenant has access to the Premises. (d) Tenant agrees that the day-for-day abatement of rent as provided for which in Section 22 (b) above represents a reasonable measure of damages that Tenant would experience and shall constitute full settlement of all damages caused by such reimbursement is requesteddelay. (e) This Section shall be deemed to be “an express provision to the contrary” as provided in New York State Real Property Law Section 223-a.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused rent and the Commencement Date shall not occur until Landlord delivers possession of the Premises and the Premises are in fact ready for occupancy as defined below, except that if Landlord's failure to so deliver possession on the Estimated Commencement Date is attributable to any action or inaction by Tenant (including without limitation any delay Tenant Delay described in the completion Work Letter, if any, attached to this Lease), then the Commencement Date shall not be advanced to the date on which possession of the Premises is tendered to Tenant, and Landlord shall be entitled to full performance by Tenant (including the payment of rent) from the date Landlord would have been able to deliver the Premises to Tenant but for Tenant's delay(s). The Premises shall be deemed ready for occupancy upon the tendered date, but only if and when Landlord, to the extent applicable, (a) has put into operation all building services (including the parking required herein) essential for the use of the Premises by Tenant, (b) has provided reasonable access to the Premises for Tenant so that they may be used without unnecessary interference, (c) has substantially completed all the work required to be done by Landlord in this Lease (including Exhibit X hereto) and the Premises are clean and free of debris from such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunderand (d) has obtained requisite governmental approvals to Tenant's occupancy. Notwithstanding any other provision of this Section 2.3the foregoing, however, unless if Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as fails to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of deliver possession of the completed structural portions of Premises on or before the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays "Outside Date" (as respectively defined in the Workletterbelow). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for designmay, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after prior written notice to Landlord thereafter, but prior to Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount 's delivery of the fees Premises, elect to terminate this Lease; in such event, this Lease shall terminate at the end of that thirty (30) day period unless Landlord shall so deliver the Premises within that period. For purposes of the foregoing, the "Outside Date" shall mean the date that is two (2) months following the last to occur of (i) Tenant's execution and costs delivery of this Lease in final form, (ii) Tenant's written approval of final construction drawings and pricing, if applicable, for which such reimbursement is requestedthe tenant improvement work, and (iii) the payment by Tenant of all sums and deposits required hereunder prior to the commencement of construction; provided that the Outside Date shall be extended on a day-for-day basis for the period of any Tenant Delays.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before forty-five (45) days prior to the Estimated Commencement Date, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by rent and the Commencement Date shall not occur except as expressly provided in Section 3.1 above, except that if Landlord's failure to deliver possession with the Tenant Improvements "Substantially Completed" on or before forty-five (45) days prior to the Estimated Commencement Date is attributable to any delay Tenant Delay described in the completion of such workWork Letter attached to this Lease, nor then the Commencement Date shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must not be completed as a condition of delivery of the Structural Completion Certificate by advanced to the date which is one hundred twenty forty-five (12045) days after following the date specified on which possession of the Premises is tendered to Tenant, and Landlord shall be entitled to full performance by Tenant (including the payment of rent) from the date which is forty-five (45) days following the date which Landlord would have been able to deliver the Premises to Tenant but for structural completion Tenant's delay(s). If for any reason other than "Tenant Delays" (as to such Phase I Building defined in the applicable Work Letter) or other matters beyond Landlord's reasonable control, the Commencement Date has not occurred by the date that is ninety (90) days following the Estimated Construction Schedule attached hereto as Exhibit DCommencement Date, then Tenant may, by written notice to Landlord given at any time thereafter but prior to the actual occurrence of the Commencement Date, elect to terminate this Lease. Notwithstanding the foregoing, if at any time during the construction period, Landlord reasonably believes that the Commencement Date will not occur on or before ninety (90) days following the Estimated Commencement Date, Landlord shall have notify Tenant in writing of such fact and of a new outside date on or before which the Commencement Date will occur, and Tenant must elect within ten (10) days of receipt of such notice to either terminate this Lease or waive its right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of provided the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date Commencement Date occurs on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the new outside date of established by Landlord in such termination for design, space planning, architectural, engineering and construction management services in connection with notice to Tenant. Tenant's failure to elect to terminate this Lease and the Workletter, which reimbursement within such ten (10) day period shall be paid deemed Tenant's waiver of its right to terminate this Lease as provided in this paragraph as to the previous outside date, but not as to the new outside date established by said notice. In all events, Landlord to shall diligently and in good faith construct the Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence Improvements in accordance with the nature and amount requirements of the fees and costs for which such reimbursement is requestedWork Letter attached hereto.

DELAY IN POSSESSION. If for any reason Landlord agrees cannot deliver possession of the Premises to use its best reasonable efforts to complete Landlord’s Work (as defined in Tenant by the Workletter) promptlyCommencement Date, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability ​ therefor, nor shall any such delay failure affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding In such case, Tenant shall not, except as otherwise provided herein, be obligated to pay Rent or perform any other provision obligation of Tenant under the terms of this Section 2.3, however, unless Lease until Landlord delivers a Structural Completion Certificate for at least one possession of the two Phase I Buildings and tenders Premises to Tenant. The term of the Lease shall commence on the earlier of (a) the date upon which ▇▇▇▇▇▇ takes possession of those completed structural portions the Premises, or (b) ten (10) days following notice to Tenant that the Leasehold Improvements (as defined in the Tenant Improvements Addendum) are substantially complete (as such term is defined in the Tenant Improvements Addendum) and Landlord is prepared to tender possession of the Building Shell for such Building that must be completed as a condition of delivery Premises to Tenant. If possession of the Structural Completion Certificate by Premises is not delivered to Tenant within sixty (60) days after the date which receipt of a building permit in respect of the Premises from the City of Grand Prairie and such delay is not due to Tenant’s acts, failure to act or omissions, then Tenant shall be entitled, as its sole remedy, to receive one (1) day’s rental abatement (effective as of the Commencement Date) for each day of delay beyond such sixty (60) day period. If possession of the Premises is not delivered to Tenant within ninety (90) days after the receipt of a building permit in respect of the Premises from the City of Grand Prairie and such delay is not due to Tenant’s acts, failure to act or omissions, then Tenant shall be entitled, as its sole remedy, to receive two (2) days’ rental abatement (effective as of the Commencement Date) for each day of delay beyond such ninety (90) day period. If possession of the Premises is not delivered to Tenant within one hundred twenty (120) days after the date specified for structural completion receipt of a building permit in respect of the Premises from the City of Grand Prairie and such delay is not due to Tenant’s acts, failure to act or omissions, then Tenant may, as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Dits sole remedy, Tenant shall have the right to terminate cancel this Lease without further liability hereunder by written notice delivered in writing to Landlord at any time prior to Landlord’s delivery within ten (10) days after the end of a Structural Completion Certificate for at least said one Phase I Building hundred twenty (120) day period, and tender of possession of in such event the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence parties shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter)discharged from all obligations hereunder. If such a termination written notice from Tenant is not received by Landlord within said ten (10) day period, ▇▇▇▇▇▇’s right arises in favor of Tenant to cancel this Lease shall terminate. If the Commencement Date is after August 1, 1999, and is properly exercised by Tenantnot the first day in a calendar month, then Landlord the Term shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for designend, space planning, architectural, engineering and construction management services in connection with this Lease and the WorkletterExpiration Date shall be, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount last day of the fees and costs for which such reimbursement is requestedeighty-four (84) month period that begins on the first day of the first full calendar month of the Term.

DELAY IN POSSESSION. Notwithstanding the provision of Section 3.1, if Landlord, for any reason whatsoever, cannot deliver possession of the Premises in either Building 42 or 42A to Tenant on/or before the corresponding Commencement Date, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in rent and the completion Commencement Date (for purposes of such work, nor the payment of rent) shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless not occur until Landlord delivers a Structural Completion Certificate for at least one possession of the two Phase I Buildings Premises and tenders the Premises are in fact ready for occupancy in accordance with Section 3.1; and Tenant shall receive after it is able to take possession of those completed structural portions the Premises, in addition to any free rent period, one (day) of free rent for each day past the Commencement Date that Landlord delays (subject to Section 20.13) in so delivering the Premises of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as in question. However, if Landlord's failure to such Phase I Building in so deliver possession on the applicable Estimated Construction Schedule attached hereto as Exhibit DCommencement Date is attributable to, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building (i) Tenant's delays in reasonably fulfilling Tenant's obligations and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal approvals related to the length of any delays in Landlord’s design and or construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays Premises, or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by ii) Tenant's gross negligence or willful misconduct, then Landlord shall reimburse be entitled to full performance by Tenant for all (including the payment of Tenant’s out-of-pocket fees and costs incurred prior to rent) from the date corresponding Commencement Date. If Landlord does not deliver possession of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord Building 42 to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s the corresponding Commencement Date, Tenant may elect to cancel this Lease by giving written request for notice to Landlord within ten (10) days after the thirty (30) day period ends or Tenant may independently take such reimbursement, accompanied by copies reasonable action as necessary to complete the Premises and charge the cost of such invoices and other supporting documentation as action against the first due rents. If Landlord may reasonably request to evidence the nature and amount does not deliver possession of the fees Building 42A to Tenant within thirty (30) days after the corresponding Commencement Date, Tenant may elect to cancel this Lease as to Building 42A only by giving written notice to Landlord within ten (10) days after the thirty (30) day period ends or Tenant may independently take such reasonable action as necessary to complete the Premises and costs for which charge the cost of such reimbursement is requestedaction against the first due rents. If Tenant gives such notice of cancellation, the Lease or the Lease as to Building 42A shall be canceled and neither Landlord nor Tenant shall have any further obligations to the other with respect to the Lease or Building 42A, as applicable.

DELAY IN POSSESSION. (a) If for any reason Landlord agrees cannot deliver possession of the Premises to use its best reasonable efforts to complete Landlord’s Work (as defined Tenant in accordance with the Workletter) promptlyterms of Section 2.2 hereof by the Estimated Delivery Date, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease Lease, or the obligations of Tenant hereunder. Notwithstanding , or extend the Term hereof; but in such case, Tenant shall not, except as otherwise provided herein, be obligated to pay Base Rent, utility costs or Tenant's Share of Operating Expenses, or perform any other provision obligation of Tenant under the terms of this Section 2.3, however, unless Lease until Landlord delivers a Structural Completion Certificate the Premises to Tenant in the condition described in Section 2.2. If the Premises are not Ready for at least one Delivery by the Commencement Date set forth in Section 1.5 hereof, and such delay is due to other than Tenant Delay (as defined in Exhibit C hereto) and except for force majeure events, Tenant shall be entitled to * day of occupancy of the two Phase I Buildings and tenders possession of those completed structural portions Premises without the payment of the Building Shell Base Rent for such Building each day after * days (the "*-Day Period") from the Commencement Date as set forth in Section 1.5 that must the Premises are not Ready for Delivery. Tenant Delay and delay due to force majeure events may be completed called "Total Delay" herein. Such *-Day Period shall be extended one day for each day of Total Delay until the Premises are Ready for Delivery. The term "force majeure" as a condition used herein shall mean delay due to causes outside of delivery of the Structural Completion Certificate Landlord's control that could not be avoided by the date which is one hundred twenty (120) exercise of due care, including, without limitation, labor disputes, fire, flood, earthquake or civil disturbance, unusual delay in transportation, adverse weather conditions, or casualties. If the Premises are not Ready for Delivery * days after the date specified Commencement Date as set forth in Section 1.5 hereof, and such delay is due to other than Total Delay Tenant shall be entitled to * days of occupancy of the Premises without payment of the Base Rent for structural completion each day after * days from the Commencement Date set forth in Section 1.5 that the Premises are not Ready for Delivery. Such * day period shall be extended one day for each day of Total Delay until the Premises are Ready for Delivery. If the Premises are not Ready for Delivery * days after the Commencement Date as set forth in Section 1.5 hereof, and such delay is due to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Dother than Total Delay, Tenant shall have the right to terminate this Lease without further liability hereunder by upon written notice delivered to Landlord at any time prior given within * calendar days after such * day period. If Tenant exercises its right to terminate hereunder, effective on the date such notice is received by Landlord’s delivery , this Lease shall be null and void and of a Structural Completion Certificate no further force and effect. If Tenant fails to timely exercise its right to terminate, this Lease shall continue in full force and effect and the Lease Commencement Date shall be the date that the Premises are Ready for at least one Phase I Building and tender of possession Delivery. The delay of the completed structural portions Commencement Date, the Rent credit and the right to terminate the Lease as set forth herein shall be in full satisfaction of the Building Shell for any claims Tenant might otherwise have as a result of such Phase I Building to Tenantdelay; provided, however, that except for Total Delay, if and only if after the applicable date on *-Day Period, Landlord is fully capable of performing Landlord's Work and fails to proceed with Landlord's Work with reasonable diligence, in addition to the Rent credit described above, Landlord will be liable to Tenant in the total amount of Tenant's actual damages, excluding any consequential damages, resulting from the delay in delivery of the Premises in Ready for Delivery condition arising from delays which Tenant’s termination right becomes exercisable pursuant are not Tenant Delay but are delays over which Landlord does have control and for which Landlord fails to this sentence proceed with reasonable diligence. Likewise, in the event of Tenant Delay exceeding * days, Tenant shall be extended, day for day, for a period equal liable to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined Landlord in the Workletter). If such a termination right arises in favor total amount of Landlord's actual damages, excluding any consequential damages, arising out of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all Delay in excess of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requested* days.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Commencement Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any resulting loss or damage. Dynatrace LLC (“Dynatrace”) is the tenant for the Premises with Landlord as the landlord under that certain Office Lease dated as of November 21, 2013 (the “Master Lease”). Tenant is currently in possession of the Premises as Subtenant under that certain Sublease dated August 8, 2017, with Dynatrace, as sublandlord, with a term ending on November 30, 2020. If Tenant’s right to possession of the Premises terminates under the Sublease for any reason (other than Tenant’s, as subtenant, default under such sublease), prior to expiration of such sublease, Landlord agrees to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and recognize Tenant, and subject Tenant agrees to any Tenant Delays attorn to Landlord, upon the then executory terms and Unavoidable Delays (as respectively defined in conditions of said sublease for the Workletter)remainder of the term of said sublease until the Commencement Date of this Lease; provided, however, that in such event, Landlord shall will not be (i) liable for any damages caused rent paid by Tenant to its sublandlord, or any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of security deposit paid by Tenant hereunder. Notwithstanding any other provision of this Section 2.3, howeverto its sublandlord, unless same has been transferred to Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date sublandlord; (ii) liable for any act or omission of sublandlord or for any default of sublandlord which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred occurred prior to the effective date of such termination for designthe attornment; (iii) subject to any defenses or offsets that Tenant may have against its sublandlord which arose prior to the effective date of the attornment; (iv) bound by any changes or modifications made to the sublease without the written consent of Landlord; (v) obligated in any manner with respect to the transfer, space planningdelivery, architecturaluse or condition of any furniture, engineering and construction management services equipment or other personal property in connection with this Lease and the Workletter, Premises which reimbursement shall sublandlord agreed would be paid by Landlord transferred to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied or which sublandlord agreed could be used by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount Tenant during the term of the fees and costs sublease; or (vi) liable for which such reimbursement is requestedthe payment of any improvement allowance, or any other payment, credit, offset or amount due from sublandlord to Tenant under the sublease.

DELAY IN POSSESSION. Notwithstanding the estimated Commencement Dates specified in Section 1.7, if for any reason Landlord agrees cannot deliver possession of any of the Units of the Premises to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptlyTenant on said dates, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that in such a case, Tenant shall not be obligated to pay rent or perform any other obligation of Tenant under this Lease, except as may be otherwise provided in this Lease, until possession of the applicable date on which portion of the Premises is tendered to Tenant’s termination right becomes exercisable pursuant to this sentence . If Landlord shall be extended, day for day, for a period equal to the length not have tendered possession of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in Units of the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord Premises to Tenant within thirty (30) days after Landlord’s receipt following the estimated Commencement Date for said Unit as set forth in Section 1.7 (hereinafter, the "Delay Credit Date"), as the same may be adjusted for any Force Majeure Events (defined hereinbelow) and/or any delays caused by acts or omissions of Tenant’s , Tenant's agents, employees and contractors of which Tenant has received at least three (3) days' prior written request for such reimbursementnotice from Landlord (hereinafter, accompanied by copies a "Tenant Delay"), then Tenant shall be entitled to an abatement of such invoices and other supporting documentation as Landlord may reasonably request Base Rent with respect to evidence the nature and applicable Premises (the "Delay Credit") in an amount equal to one-thirtieth (1/30th) of the fees Base Rent due for the first full calendar month of the Term with respect to the applicable Premises (not reduced by any abated rent, conditionally waived rent, free rent or similar rental concessions, if any) for each day following the Delay Credit Date until such time as the applicable Premises is delivered to Tenant. The Delay Credit, if any, shall be applied to the next installment(s) of Base Rent or additional rent coming due under the Lease following the application of any abatement of Base Rent as provided in Paragraph 4 of the Addendum. Furthermore, if Landlord shall not have tendered possession of all of the Premises to Tenant on or before March 1, 2007 (the "Outside Commencement Date"), as the same may be extended for any Force Majuere Events and costs for which such reimbursement Tenant Delay, Tenant may, at Tenant's option, by notice in writing to Landlord at any time after the Outside Commencement Date, terminate the term of this Lease so long as Tenant's written notice is requesteddelivered to Landlord prior to Landlord's delivery of the Premises to Tenant. If Tenant terminates the term of this Lease as provided in the preceding sentence, the parties shall be discharged from all obligations hereunder, except that Landlord shall return any money previously deposited with or paid to Landlord by Tenant. If Landlord is unable to deliver possession of any of the Premises to Tenant on the applicable Commencement Date due to a "Force Majeure Event," the applicable Commencement Date shall be extended by the period of the delay caused by the Force Majeure Event.

DELAY IN POSSESSION. If for any reason Landlord agrees cannot deliver possession of the Premises to use its best reasonable efforts to complete Landlord’s Work (Tenant by the Lease Commencement Date, except as defined in the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); hereinafter provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease Lease, or the obligations of Tenant hereunder, or extend the Term hereof, but in such case, Tenant shall not, except as otherwise provided herein, be obligated to pay rent under the terms of this Lease until the date that is six (6) months following the date that Landlord delivers possession of the Premises to Tenant. In addition, (a) Tenant shall be entitled to an additional abatement of rent equal to one day’s rent for each day after June 1, 2010 that Landlord fails to deliver the Premises in the required condition, (b) two days’ rent for each day after September 1, 2010 that Landlord fails to deliver the Premises in the required condition, and (c) three days’ rent for each day after December 31, 2010 that Landlord fails to deliver the Premises in the required condition, all to be applied against rent first becoming due hereunder. Notwithstanding any other provision the foregoing, if the delay in the Lease Commencement Date resulted from a Tenant Delay, the Premises shall be deemed to have been delivered on the later of this (a) the Lease Commencement Date as set forth in Section 2.31.1 hereof, howeveror (b) the date that the Landlord’s Work would have been substantially complete in the absence of such Tenant Delay (and the Rent Commencement Date shall be six (6) months thereafter), unless and the dates set forth above shall be extended by one day for each day of Tenant Delay. In addition to the above, if the Lease Commencement Date has not occurred by December 31, 2010, Tenant, at Tenant’s option, exercised by written notice to Landlord delivers given no later than January 10, 2011, may elect to complete Landlord’s Work on its own (with the remaining costs therefor to be reimbursed to Tenant by Landlord within thirty (30) days of receipt by Landlord of an invoice from Tenant for such costs, accompanied by customary documentation supporting the charges for completion of such work, which documentation is of a Structural Completion Certificate for at least one of scope and detail sufficient to satisfy a commercial construction lender operating in the two Phase I Buildings and tenders possession of those completed structural portions of market area in which the Building Shell is located and which shall include copies of paid invoices from Tenant’s contractor, paid invoices for materials, equipment, moving and/or installation charges, and lien waivers). If such option is chosen, Landlord shall reasonably cooperate with Tenant to accommodate Tenant’s contractor, and as otherwise reasonably necessary for Tenant to complete the Landlord Work. If Landlord fails to reimburse Tenant for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to costs within such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Dthirty-day period, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenantoffset unreimbursed costs against Monthly Base Rent first becoming due hereunder; provided, however, that Tenant shall not be entitled to offset more than 20% of any particular installment of Monthly Base Rent. Landlord shall (i) notify Tenant promptly after obtaining knowledge of any fact, event, condition or circumstance which could delay Landlord’s delivery of the applicable date on which Premises in the required condition, and (ii) promptly upon Tenant’s termination right becomes exercisable pursuant request from time to this sentence shall be extendedtime, day for day, for a period equal to the length of any delays in provide Tenant with progress reports regarding Landlord’s design and construction expected timing of completion of Landlord’s Work. Except for the remedies specifically set forth in this Section 1.4.3, which are Tenant’s sole remedies for the failure of the respective Phase I Building Shells that are caused Lease Commencement Date to occur by the dates specified herein, Landlord shall not be subject to any Unavoidable Delays liability therefor, nor shall such failure affect the validity of this Lease, or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor obligations of Tenant hereunder, and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior waives any right to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with rescind this Lease and the Workletteror, except as otherwise set forth herein, to recover from Landlord any damages, direct or indirect, which reimbursement shall be paid by may result from the failure of Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence timely deliver the nature and amount of the fees and costs for which such reimbursement is requestedPremises.

DELAY IN POSSESSION. Landlord Lessor agrees to use its best commercially reasonable efforts to complete Landlord’s Work (the Building Shell by December 1, 1998 so that Lessee can commence construction of Lessee's Tenant Improvements. If despite said efforts, Lessor is unable to deliver possession as defined in the Workletter) promptlyagreed, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may Lessor shall not be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease lease, except as set forth herein. In the event the Lessor has knowledge that the Building Shell will be delivered thirty (30) days or more past December 1, 1998, the obligations Scheduled Building Shell Completion Date, Lessor shall notify Lessee of Tenant hereundersaid delay as soon as Lessor has knowledge that there will be a delay. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders If possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty delivered to Lessee within thirty (12030) days after the date specified Scheduled Building Shell Completion Date of December 1, 1998, Lessee shall be given one day rent credit starting on the Rent Commencement Date (February 1, 1999) for structural completion as every day of delay in delivery caused by Lessor, or occasioned by Lessor's Consultants, Planners or Architects. If possession is delivered to such Phase I Lessee thirty (30) days after the Shell Completion Date, and the delay is the responsibility of Lessor, then Lessee shall receive a credit of two (2) days rent=(free possession) for each day it does not receive actual possession of the completed Building in Shell from the applicable Estimated Construction Schedule attached hereto as Exhibit D30th day after the Scheduled Building Shell Completion Date onward. In the event that Lessor is unable to deliver possession of the Building Shell to Lessee within ninety (90) days of the Scheduled Building Shell Completion Date, Tenant and the delay is the responsibility of Lessor, then Lessee shall have the right to terminate this Lease without further liability hereunder lease by providing Lessor then (10) days written notice delivered of same. If such written notice from Lessee is not received by Lessor within the ten (10) days period after notice to Landlord at any time prior Lessee of Lessor's failure to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of deliver, Lessee's right to cancel shall terminate. Except as otherwise provided herein, if possession of the completed structural portions of is not tendered to Lessee by the Building Shell for such Phase I Building to Tenant; providedCompletion Date, howeverand Lessee does not terminate this lease, that any period of rent abatement or credit shall run from the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extendedRent Commencement Date (February 1, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter1999). If such For example, if a termination right arises delay in favor of Tenant Lessee possession totals 42 days and is properly exercised by Tenantcan be ascribed 12 days to Lessee and 30 days to Lessor, then Landlord no rent abatement shall reimburse Tenant accrue to Lessee for all of Tenant’s out-of-pocket fees and costs incurred prior the 12 days, but 30 days rent abatement shall accrue to Lessee for the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedLessor caused delay.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused rent and the Commencement Date shall not occur until Landlord delivers possession of the Premises and the Premises are in fact available for Tenant's occupancy with any Tenant Improvements that have been approved as per Section 3.1(a) above, except that if Landlord's failure to so deliver possession on the Estimated Commencement Date is attributable to any action or inaction by Tenant (including without limitation any delay Tenant Delay described in the completion Work Letter, if any, attached to this Lease), then the Commencement Date shall not be advanced to the date on which possession of such workthe Premises is tendered to Tenant, nor and Landlord shall any such delay affect be entitled to full performance by Tenant (including the validity payment of this Lease or rent) from the obligations of date Landlord would have been able to deliver the Premises to Tenant hereunderbut for Tenant's delay(s). Notwithstanding any other provision of anything to the contrary contained in this Section 2.33.2 to the contrary, however, unless Landlord delivers a Structural Completion Certificate if for at least one of any reason other than Tenant Delays (as defined in the two Phase I Buildings and tenders possession of those completed structural portions of Work Letter) or other matters beyond Landlord's reasonable control, the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate Commencement Date has not occurred by the date that is ninety (90) days following the Estimated Commencement Date, then Tenant may, by written notice to Landlord given at any time thereafter but prior to the actual occurrence of the Commencement Date, elect to terminate this Lease. Notwithstanding the foregoing, if at any time during the construction period, Landlord reasonably believes that the Commencement Date will not occur on or before the Estimated Commencement Date, Landlord shall notify Tenant in writing of such fact prior to thirty (30) days prior to the Estimated Commencement Date, and of a new outside date on or before which the Commencement Date will occur. If the new Estimated Commencement Date is one hundred twenty greater than ninety (12090) days after the date specified for structural completion as original Estimated Commencement Date, then Tenant must elect within ten (10) days of receipt of such notice to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the either terminate this Lease or waive its right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time provided the Commencement Date occurs on or prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for new outside date established by Landlord in such Phase I Building notice to Tenant; provided, however, that the applicable date on which Tenant’s . Upon any such termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all promptly refund any amounts paid to Landlord as the first month's Basic Rent (pursuant to Section 4.1 of Tenant’s out-of-pocket fees this Lease) and costs incurred prior as the Security Deposit (pursuant to Section 4.3 of this Lease), and neither party shall have any further obligation or liability one to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with other under this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedLease.

DELAY IN POSSESSION. Notwithstanding the Commencement Dates specified in Section 1.11, if for any reason Landlord agrees cannot deliver possession of the Premises to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptlyTenant on said dates, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3; provided, however, unless Landlord delivers in such a Structural Completion Certificate for at least one case, Tenant shall not be obligated to pay rent or additional rent or perform any other obligation of Tenant under this Lease, except as may be otherwise provided in this Lease, until possession of the two Phase I Buildings and tenders possession of those completed structural portions of Premises is tendered to Tenant. Notwithstanding anything herein to the Building Shell for such Building that must be completed as a condition of delivery of contrary, if Landlord shall not deliver the Structural Completion Certificate by the date which is Premises A to Tenant on or before one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Dexecution of this Lease by Tenant, Tenant Tenant, at its election, shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal as to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within Premises A thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies the giving of such invoices notice, and other supporting documentation this Lease shall terminate as to Premises A thirty (30) days thereafter (the "Premises A Early Termination Date"); provided, however, if the Premises A shall be tendered to Tenant prior to the Premises A Early Termination Date, the termination shall be null and void and this Lease shall remain in full force and effect as to Premises A. If Tenant exercises its right of early termination as provided above, such exercise shall be Tenant's sole and exclusive remedy, at law or in equity, for Landlord's failure to deliver the Premises A to Tenant as contemplated by this Lease provided Landlord may reasonably request shall have returned to evidence Tenant the nature Security Deposit, if any, previously delivered to Landlord by Tenant with respect to Premises A. Notwithstanding anything herein to the contrary, if Landlord shall not deliver the Premises B to Tenant on or before one hundred twenty (120) days after November 1, 2000_, Tenant, at its election, shall have the right to terminate this Lease as to the Premises B thirty (30) days after the giving of such notice, and amount this Lease shall terminate as to Premises B thirty (30) days thereafter (the "Premises B Early Termination Date"); provided, however, if the Premises B shall be tendered to Tenant prior to the Premises B Early Termination Date, the termination shall be null and void and this Lease shall remain in full force and effect as to Premises B. If Tenant exercises its right of early termination as provided above, such exercise shall be Tenant's sole and exclusive remedy, at law or in equity, for Landlord's failure to deliver the fees and costs for which such reimbursement is requested.Premises B to Tenant as contemplated by this Lease provided Landlord shall have returned to Tenant the Security Deposit, if any, previously delivered to Landlord by Tenant with respect to Premises B.

DELAY IN POSSESSION. If Landlord agrees cannot deliver exclusive possession of the Expansion Premises to use its best reasonable efforts to complete Tenant with all the Landlord’s Work (as defined in completed on or before the Workletter) promptlyAnticipated Expansion Commencement Date or any other date for any reason, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of liability therefor, and such work, nor failure shall any such delay not affect the validity of this Lease Second Amendment, the Lease, or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of but in such case (a) if the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition date of delivery of exclusive possession of the Structural Completion Certificate by Expansion Premises with all the date which Landlord’s Work for the Expansion Premises complete (the “Expansion Delivery Date”) is one hundred twenty (120) days after the date specified on which Tenant completes the Tenant Improvements and a certificate of occupancy or other required governmental approval necessary for structural Tenant to lawfully occupy the Expansion Premises has been issued or would have been issued had such Landlord’s Work been so completed (the “Tenant Completion Date”), the Expansion Abatement Period (as defined in Section 13 below) shall be extended by one day for each day that the Expansion Delivery Date is later than the Tenant Completion Date, and (b) if the date of completion as to such Phase I Building of the Landlord’s Work in the applicable Estimated Construction Schedule attached hereto Existing Premises is after the Tenant Completion Date, the Extension Abatement Period (as Exhibit Ddefined in Section 13 below) shall be extended by one day for each day that the date of completion of the Landlord’ s Work in the Existing Premises is later than the Tenant Completion Date. Tenant understands that, Tenant notwithstanding anything to the contrary contained herein, Landlord shall have the right no obligation to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of deliver possession of the completed structural portions Expansion Premises to Tenant for so long as Tenant fails to deliver to Landlord executed copies of policies of insurance, or certificates thereof, as such insurance is required under Article 11 of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedExisting Lease.

DELAY IN POSSESSION. (a) Subject to subsection (b) below, if Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord’s Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused rent and the Commencement Date shall not occur until Landlord delivers possession of the Premises and the Premises are in fact ready for occupancy as defined below, except that if Landlord's failure to so deliver possession on the Estimated Commencement Date is attributable to any action or inaction by Tenant (including without limitation any delay Tenant Delay described in the completion of such workWork Letter, nor if any, attached to this Lease), then the Commencement Date shall any such delay affect not be advanced to the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one date on which possession of the two Phase I Buildings Premises is tendered to Tenant, and tenders Landlord shall be entitled to full performance by Tenant (including the payment of rent) from the date Landlord would have been able to deliver the Premises to Tenant but for Tenant's delay(s). The Premises shall be deemed ready for occupancy upon the tendered date, but only if and when Landlord, to the extent applicable, (a) has put into operation all building services essential for the use of the Premises by Tenant, (b) has provided reasonable access to the Premises for Tenant so that they may be used without unnecessary interference, (c) has substantially completed all the work required to be done by Landlord in this Lease, and (d) has obtained requisite governmental approvals to Tenant's occupancy. (b) If Landlord fails to deliver possession of those completed structural portions of the Building Shell Premises, ready for such Building that must be completed occupancy as a condition of delivery of the Structural Completion Certificate described above, by the date which ("Penalty Date") that is one hundred twenty sixty (12060) days after following the date specified Estimated Commencement Date, as the Penalty Date shall be extended both for structural completion the period of any Tenant Delays and for the period (but not to exceed an additional sixty (60) days) of other delays resulting from matters beyond Landlord's reasonable control as to such Phase I Building set forth in the applicable Estimated Construction Schedule attached hereto as Exhibit DSection 20.9, then Tenant shall have the right to terminate this Lease without further liability hereunder by giving written notice thereof to Landlord after the Penalty Date but prior to Landlord's delivery of the Premises ready for Tenant's occupancy as aforesaid. If, from time to time prior to the Penalty Date, Landlord determines that it will not be able to deliver possession of the Premises, ready for occupancy, by the Penalty Date, Landlord shall deliver to Tenant a written notice setting forth Landlord's opinion as to the revised outside date by which it shall be able to deliver the Premises to Tenant, ready for occupancy. Within five (5) business days following delivery of that notice, Tenant may elect by written notice delivered to Landlord at any time prior to Landlord’s delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of terminate this Lease; otherwise, the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s termination right becomes exercisable pursuant to this sentence Penalty Date shall be extended, day for day, for a period equal deemed extended to the length of any delays revised date set forth in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requested's notice.

DELAY IN POSSESSION. Landlord agrees If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to use its best reasonable efforts to complete Landlord’s Work (Tenant on or before the Estimated Commencement Date as defined in the Workletter) promptly, diligently and within the respective time periods set forth in Item 4 of the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by Basic Lease Provisions (“Estimated Commencement Date”), this referenceLease shall not be void or voidable nor shall Landlord be liable to Tenant for any resulting loss or damage. However, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in rent and the completion of such work, nor Commencement Date shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless not occur until Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions the Premises in accordance with Section 3.1 above, except that if Landlord cannot so tender possession of the Building Shell Premises on or after the Estimated Commencement Date due to any “Tenant Delay” described in the Work Letter attached to this Lease, then Landlord shall be entitled to the payment of Basic Rent and Operating Expenses from Tenant from the date Landlord would have been able to deliver the Premises to Tenant but for such Building Tenant Delay, but in no event sooner than the Estimated Commencement Date. If the Commencement Date has not occurred for any reason whatsoever by that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty thirty (12030) days from and after the date specified Estimated Commencement Date (which thirty (30) day period shall be extended by one (1) day for structural completion as each day the Commencement Date is actually delayed due to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D“Tenant Delay”), Landlord shall not be liable to Tenant for any resulting loss or damage, but Tenant shall have the right to terminate be entitled to: (i) one-half (½) day of credit against Basic Rent first coming due under this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery for each such day that the Commencement Date is so delayed for the initial thirty (30) days of a Structural Completion Certificate such delay, and (ii) one (1) day of credit against Basic Rent first coming due under this Lease for at least one Phase I Building and tender each such day that the Commencement Date is so delayed for the next succeeding sixty (60) days of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenantdelay; provided, however, that the applicable date on foregoing period of delay for which Tenant’s termination right becomes exercisable pursuant to this sentence Tenant shall be extendedentitled to rent credits as provided in the foregoing Subsections (i) and (ii) shall not exceed ninety (90) days of delay in the aggregate. In addition, if the Commencement Date has not occurred for any reason whatsoever by that date which is ninety (90) days from and after the Estimated Commencement Date (which ninety (90) day period shall be extended by one (1) day for day, for a period equal each day the Commencement Date is actually delayed due to the length of any delays in “Tenant Delay” or due to matters beyond Landlord’s design and construction reasonable control (such extension of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant90-day period due to matters beyond Landlord’s reasonable control, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred prior however, not to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within exceed thirty (30) days after in the aggregate), Landlord shall not be liable to Tenant for any resulting loss or damage, but Tenant may terminate this Lease by written notice to Landlord given at any time thereafter (but prior to the actual occurrence of the Commencement Date), whereupon any monies previously paid by Tenant to Landlord shall be reimbursed to Tenant. Landlord agrees to use commercially reasonable efforts to cause the Tenant Improvements to be substantially completed on or before the Estimated Commencement Date, but Tenant’s sole recourse and remedy for Landlord’s receipt failure to so complete the Tenant Improvements shall be the rent credit and termination rights described in the foregoing sentences. Any disputes concerning the foregoing provisions of Tenant’s written request for such reimbursement, accompanied this Section 3.2 shall be submitted to and resolved by copies JAMS arbitration pursuant to Section 22.7 of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedthis Lease.