Common use of Delivery Date Clause in Contracts

Delivery Date. (i) Subject to delays resulting from Force Majeure Matters (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit B), Landlord shall deliver the Leased Premises to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction of the Tenant Improvements on or before the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to have occurred on the date that the Delivery Date would have occurred but for such Tenant Delay.

Delivery Date. Landlord shall deliver exclusive possession of the Expansion Premises to Tenant, in broom-clean condition and free of any tenancies on the earlier of December 31, 2013 or the next business day after (i) Subject the mutual execution of this Second Amendment by Landlord and Tenant and (ii) payment to delays resulting Landlord of all funds due to be paid by Tenant upon execution of this Second Amendment; and (iii) delivery of written evidence to Landlord of the insurance covering the Expansion Premises required to be procured and maintained by Tenant under Section 19.2 of the Lease (the “Delivery Date”). Tenant’s occupancy of the Expansion Premises from Force Majeure Matters and after the Delivery Date and prior to the Expansion Premises Commencement Date (the “Access Period”) shall be upon all of the terms and conditions of the Lease, as defined amended (including insurance coverage), except that during the Access Period Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent for the Expansion Premises, or HVAC, janitorial, parking charges (except such parking charges as are due under the Lease with respect to the Existing Premises) during Normal Business Hours for the Expansion Premises until the Expansion Premises Commencement Date, provided that during the Access Period Tenant shall pay for Excess HVAC in Section 16.03) and/or Tenant Delays (accordance with the Lease, and any above-standard janitorial services or other above-standard services. Except as defined otherwise set forth in Exhibit B)this Second Amendment, Landlord shall deliver the Leased Expansion Premises to Tenant, and Tenant with shall accept the Shell Improvements completed Expansion Premises, in its “as-is” condition, subject to a point that Landlord’s obligations under the Lease and this Second Amendment, and subject to any latent defects of [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. which Tenant is able to enter notifies Landlord in writing within six (6) months after the Leased Premises to commence installation and construction of the Tenant Improvements on or before the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall and subject to the following representations and warranties by Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause as of the Delivery Date to occur. In such eventDate: (a) the Building and mechanical systems serving the Expansion Premises shall be in proper working order and repair; (b) the Building systems serving the Expansion Premises shall provide electrical and HVAC capacity for standard office use consistent with Class A buildings in the Woodland Hills Area, provided that (i) occupancy in the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery DateExpansion Premises is, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to on average, no more than one (1) day person for every 200 square feet of Minimum Annual Rent Usable Area in the Expansion Premises and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2ii) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date Tenant does not occur use in the Expansion Premises any above-standard equipment that, in the aggregate with Tenant’s other electrical equipment in the Expansion Premises, consumes above-standard levels of electricity or otherwise overloads the Building’s electrical systems or creates any safety hazards. If possession of the Expansion Premises is not delivered by Landlord to Tenant in accordance with the date that is three terms and conditions of this Second Amendment within five (35) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) business days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and after the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease Second Amendment by delivering giving written notice to LandlordLandlord within ten (10) business days after such failure. For purposes Landlord shall have three (3) days after receipt of clarificationsuch notice to cure such failure and, Tenant’s if Landlord has not cured the matter within such time period, this Second Amendment shall terminate upon a second (2nd) written notice from Tenant after such failure to terminate cure. If such notice of termination is not so given by Tenant within said ten (10) business day time period, then this Lease pursuant to this subsection Second Amendment shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained continue in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to have occurred on the date that the Delivery Date would have occurred but for such Tenant Delayfull force and effect.

Delivery Date. 5.2.1 Supplier shall, by placing timely orders with Supplier’s CDMOs (i) Subject to delays resulting from Force Majeure Matters (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit Brespect of Drug Product only), Landlord shall deliver the Leased Premises to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction make Products available for collection within [***] days of the Tenant Improvements delivery date for such Products as specified in Supplier’s Purchase Order confirmation provided pursuant to Clause 4.5, unless such date is otherwise amended in accordance with Clause 4.6. Supplier shall provide notice to Purchaser if Supplier’s date of delivery is early or delayed. 5.2.2 Supplier shall notify Purchaser when Product will be available for collection by Purchaser (or its carrier or designee) at the Delivery Location [***] days prior to such Product being available for collection (such date of the Product being available for collection, the “Availability Date”). Purchaser shall respond to Supplier within [***] days after receipt of Supplier’s notification of the Availability Date confirming when Purchaser (or its carrier or designee) will collect the Product from the Delivery Location, and Purchaser shall collect the Product from the Delivery Location within [***] days after the Availability Date. 5.2.3 Delivery of Product shall occur on the earlier of (a) collection of the Product by Purchaser (or before its carrier or designee), and (b) [***] day after the Target Delivery Date. Availability Date (“Delivery”). 5.2.4 If Landlord for any reason whatsoever cannot cause Purchaser fails to arrange for its carrier to arrive at the Delivery Date to occur by Location for collection on the Target Delivery Availability Date, this Lease Supplier will request that the applicable CDMO continue to store or procure the storage of the Product at the Delivery Location for up to [***] days after the Availability Date until Purchaser collects such Product. Supplier shall notify Purchaser of any costs incurred with respect to storage of the Product at the Delivery Location, which shall be borne by Purchaser. Supplier shall issue an invoice to Purchaser for such reasonably and actually incurred and documented additional costs within [***] Business Days after such incurrence, and Purchaser shall pay such amount to Supplier within [***] days after Purchaser’s receipt of such invoice. 5.2.5 If for any reason Suppliers fails to deliver the Product at the Delivery Location on the Availability Date and does not notify Purchaser if Supplier’s date of delivery is early or delayed with more than [***] notice before the Availability Date, and, as a direct result thereof, Purchaser incurs additional logistic costs to arrange for its carrier to reschedule or cancel its collection, Purchaser shall issue an invoice to Supplier for such reasonably and actually incurred and documented additional logistic costs within [***] Business Days after such incurrence, and Supplier shall pay such amount to Purchaser within [***] days after Supplier’s receipt of such invoice. Purchaser shall use commercially reasonable efforts to mitigate any such additional logistic costs in arranging for its carrier to reschedule or cancel its collection. 5.2.6 Supplier shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but delay in that event, Landlord shall act diligently and in good faith to complete Delivery of the work Product that is necessary to allow Landlord to cause the Delivery Date to occur. In such eventcaused by Force Majeure, the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day Purchaser’s negligence or breach of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur this Supply Agreement or by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, TenantPurchaser’s failure to terminate this Lease pursuant provide Supplier with any relevant instruction related to this subsection shall not cut off the accrual supply of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to have occurred on the date that the Delivery Date would have occurred but for such Tenant DelayProduct.

Delivery Date. (i1) Subject Notwithstanding anything set forth in the Lease to delays resulting from Force Majeure Matters the contrary, the actual Delivery Date for the Fourth Floor North Premises only shall be the date that is the later of (as defined in Section 16.03A) and/or Tenant Delays (as defined in Exhibit B), the date Landlord shall deliver delivers the Leased Fourth Floor North Premises to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation Landlord’s Delivery Conditions satisfied, and construction of the Tenant Improvements on or before the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1B) In the event the Delivery Date does not occur by the date that is two (2) months following business days after Tenant notifies Landlord that Tenant is ready to receive possession of the Target Delivery Fourth Floor North Premises (“Tenant’s Possession Notice”), which Tenant anticipates to occur on or around July 1, 2020. Notwithstanding the foregoing, if Tenant has not delivered Tenant’s Possession Notice by the Fourth Floor Rent Commencement Date, then the actual Delivery Date shall occur on the first date on or after the Fourth Floor Rent Commencement Date upon which Landlord delivers possession of the Fourth Floor North Premises to Tenant with Landlord’s Delivery Conditions satisfied regardless of whether Tenant has delivered Tenant’s Possession Notice to Landlord. Landlord may not deliver physical possession of the Fourth Floor North Premises until the actual Delivery Date as set forth above. Tenant’s acceptance of the Fourth Floor North Premises on the actual Delivery Date shall be subject to the terms of Section 1.1 of the Work Letter. Tenant shall receive a credit against have the Monthly Rental Installments due hereunder equal right to one construct the Unilateral Expansion Space Tenant Improvements in the Fourth Floor North Premises and, if applicable, the Alterations on the Balcony without the payment or triggering of Rent obligations from and after the actual Delivery Date through and including the Fourth Floor North Premises Commencement Date (1as defined in Section 2(a)(iii) day below) subject to and in accordance with the terms and conditions of Minimum Annual Rent the Work Letter, including without limitation Section 5.3 thereof (Early Access); provided, however, Tenant may elect for the review and Additional Rent approval process set forth in Section 4 of the Work Letter to commence any time after the Effective Date with respect to the Leased Unilateral Expansion Space Tenant Improvements in the Fourth Floor North Premises for each day that elapses between and, if applicable, the end of such two (2) month period and Alterations on the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunderBalcony. (2) In Landlord and Tenant acknowledge and agree that following Tenant’s further exercise of the event Unilateral Expansion Option with respect to any remaining Unilateral Expansion Space: (a) the actual Delivery Date does not occur by for such Unilateral Expansion Space shall be the date that is three the later of (3A) months following the Target date Landlord delivers the Unilateral Expansion 00057332.11 00059610.2 2 Space to Tenant with Landlord’s Delivery DateConditions satisfied, and (B) the Delivery Date Credit shall increase to date that is two (2) business days after Landlord’s receipt of Minimum Annual Rent and Additional Rent with respect to Tenant’s Possession Notice for the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Unilateral Expansion Space. Notwithstanding the foregoing, if Tenant has not delivered Tenant’s Possession Notice by the Unilateral Expansion Space Rent Commencement Date as set forth in Section 2(a)(ii)(b) below, then the event the actual Delivery Date does shall occur on the first date on or after the Unilateral Expansion Space Rent Commencement Date upon which Landlord delivers possession of the Unilateral Expansion Space to Tenant with Landlord’s Delivery Conditions satisfied regardless of whether Tenant has delivered Tenant’s Possession Notice to Landlord. Landlord may not occur by deliver physical possession of the Outside Delivery Date, then thereafter Unilateral Expansion Space until the earlier to occur of (i) the occurrence actual Delivery Date as set forth above. As of the Delivery Date or (ii) thirty (30) days after the Outside actual Delivery Date, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For access the Unilateral Expansion Space for the purposes of clarificationpreparing for and constructing Unilateral Expansion Space Tenant Improvements, Tenant’s failure to terminate this Lease pursuant to this subsection installing furniture, fixtures, equipment, and cabling, and otherwise readying the Unilateral Expansion Space for beneficial occupancy but such use and access shall not cut off the accrual be deemed to be beneficial occupancy of the Unilateral Expansion Space. (b) the deemed Delivery Date Creditfor such Unilateral Expansion Space Unilateral Expansion Space for the purpose of calculating the Unilateral Expansion Space Abated Rent Period, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Unilateral Expansion Space Rent Commencement Date, the Delivery Date and Unilateral Expansion Space Tenant Improvement Allowance shall be deemed to have occurred on the later of (x) the date that Landlord’s Delivery Conditions with respect to the Unilateral Expansion Space have been satisfied, and (y) the date that Landlord delivers to Tenant a draft of the confirmatory lease amendment contemplated in Section 1.17.9 that addresses all of the Key Terms (as hereinafter defined) governing the addition of the applicable Unilateral Expansion Space to the Premises. Such draft shall not include any revisions or changes to the Lease other than providing for the Key Terms. The applicable Unilateral Expansion Space shall be automatically added to the Premises as of the actual Delivery Date would have occurred but for such Unilateral Expansion Space regardless of whether an amendment is executed by the parties evidencing the same. Without derogating from the foregoing, Landlord and Tenant Delayshall work diligently and in good faith to finalize, execute and deliver the confirmatory lease amendment contemplated in Section 1.17.9 as soon as is reasonably possible.

Delivery Date. If the Premises have not reached Substantial Completion on or before January 1, 2002, (the "Delivery Date") the following shall apply until Substantial Completion: (i) Subject From January 1, 2002 until January 31, 2002 Landlord shall have a grace period within which to delays resulting Substantially Complete the Premises. (ii) For each day of delay from Force Majeure Matters (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit B)February 1, 2002, until February 28, 2002, Landlord shall deliver pay Tenant a sum equal to the Leased Premises to per diem Minimum Annual Rent due hereunder during the first lease year ("First Year Rent") or Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction of the Tenant Improvements on or before the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery Date, Tenant shall may alternatively receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”)Rent, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunderall at Landlord's option. (2iii) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for For each day that elapses between of delay from March 1, 2002 and thereafter, Landlord shall pay Tenant the end of such three (3) month period and sum equal to twice the Delivery Dateper diem First Year Rent or Tenant may alternatively receive a credit against Rent, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunderall at Landlord's option. (3iv) In From May 15, 2002, (the event the Delivery Date does not occur by the date that is four (4"Termination Deadline") months following the Target Delivery Dateuntil Substantial Completion, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery DateTenant, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunderat its option, may terminate this lease. (4v) Notwithstanding the foregoing, for each day a Force Majeure Event, as defined below, delays Substantial Completion, all dates noted in the event this Section (d), including without limitation the Delivery Date does not occur by and the Outside Delivery DateTermination Deadline, then thereafter until the earlier to occur of shall be extended one day (i) the occurrence of the Delivery Date or (ii) thirty (30) two days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as for a result of Tenant Delay, thenas defined below). The Termination Deadline, however, may only be extended (other than due to a Tenant Delay for purposes which the Termination Deadline may be extended indefinitely) until December 15, 2002. A "Force Majeure Event" when used herein shall mean an act of determining god, flood, storm, explosion, fire or other weather related occurrence, labor trouble, strike or stoppage, a disruption or other interference with sources of materials, insurrection, riot, act of the Commencement Datepublic enemy, or federal, state or local law, order, rule or regulation, which inhibit, impede, delay or prevent a party from complying with any condition or requirement. When used herein, a Tenant Delay shall mean any delay attributable substantially to the Delivery Date shall be deemed to have occurred on the date that the Delivery Date would have occurred but for such acts or omissions of Tenant, its agents or contractors, if any (a "Tenant Delay").

Delivery Date. (i) Subject Any Target Delivery Date required to delays resulting from Force Majeure Matters be met by Tenant above (a “Tenant Target Delivery Date”) which is not achieved by the applicable Target Delivery Date (as defined such deadline may have been extended due to a Landlord Delay or an Unavoidable Delay) shall be a “Tenant Missed Target Delivery Date” and any delay caused by such Tenant Missed Target Delivery Date shall be considered a Tenant Delay. The failure of Landlord to substantially complete the Amenity Space Renovations Work and the Lobby Renovation by the Final Target Delivery Date, have the Initial Premises in Section 16.03) and/or Tenant Delays (as defined in Exhibit B), Landlord shall deliver the Leased Premises Required Delivery Condition and available for delivery to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction of the Tenant Improvements on or before the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Base Building Condition Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable deliver each floor of the Must Take Expansion Premises in the Required Delivery Condition on the earlier of the Intended Early Must Take Possession Date (if an Acceleration Notice has been given) or the Stated Must Take Commencement Date for such floor (as such deadlines may have been extended due to a Tenant for any loss Delay or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete an Unavoidable Delay as limited by Section 3.3(f) of the work that is necessary to allow Landlord to cause the Delivery Date to occur. In Lease) (each such event, the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the “Landlord Target Delivery Date (the “Delivery Date CreditDate”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the a “Landlord Missed Target Delivery Date, the ” and any delay caused by such Landlord Missed Target Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does considered a Landlord Delay and shall not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease by delivering written require any additional notice to Landlordfrom Tenant. For purposes of clarificationclarity, the “Target Delivery Dates” and “Delivery Dates” as described herein include only certain of Landlord’s and Tenant’s obligations hereunder, and failure to terminate include an obligation of Landlord or Tenant under this Lease pursuant to this subsection Work Agreement as a “Target Delivery Date” and “Delivery Date” shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to have occurred on relieve Landlord or Tenant of the date that responsibility to complete such obligation in accordance with the Delivery Date would have occurred but for such Tenant Delayterms of the Lease and this Work Agreement.

Delivery Date. (a) Landlord understands and acknowledges that Tenant intends to open the Leased Premises for the operation and conduct of its storage and distribution business on November 1, 2013. The “Delivery Date” shall be the date upon which all of the following conditions (collectively the “Delivery Conditions”) shall be completed or have occurred: (i) Subject Landlord delivers actual possession of the Leased Premises to delays resulting from Force Majeure Matters (Tenant with Landlord’s Work “Substantially Completed” as defined below, broom clean and free of all construction tools and debris and free of all existing tenancies; (ii) Landlord shall have delivered an A.I.A. Certificate of Substantial Completion signed by Landlord, its architect of record and its general contractor confirming all of the foregoing; (iii) Landlord shall have procured and delivered to Tenant a certificate of occupancy or other governmental approval sufficient to allow Tenant to enter the Premises to install its fixtures and store its merchandise; (iv) Landlord shall have provided Tenant the architect certificate required in Section 16.031.2; and (v) and/or Tenant Delays (as defined in Exhibit B), Landlord shall have given the Delivery Notice (hereinafter defined). Landlord agrees that the Delivery Date shall, in all events, be on or before November 1, 2013, subject to the provisions of Section 27.9. If Landlord fails to deliver the Leased Premises to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction all of the Delivery Conditions completed by November 10, 2013, then Tenant Improvements on or before shall be entitled as a credit against the Target first accruing Rents hereunder an amount equal to two day’s Base Rent hereunder per day for each day after November 10, 2013 and prior to December 1, 2013, in which the Delivery Conditions are not completed as liquidated damages (the “Late Delivery Credit”). In the event that the Delivery Date has not occurred by November 30, 2013, from and after December 1, 2013 until the Delivery Date, the Late Delivery Credit shall be increased for such period to an amount equal to three days Base Rent hereunder per each day from and including December 1, 2013 until the Delivery Date. If Landlord for any reason whatsoever cannot cause Both parties acknowledge that if the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event the actual Delivery Date does not occur on or before November 10, 2013, Tenant’s damages will be difficult, if not impossible to ascertain and the amount of liquidated damages set forth above is a reasonable estimate of the damages which would be suffered by Tenant. In the date event that the Delivery Date is two (2) months following the Target Delivery Datenot on or before January 29, 2014, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall also have the right right, at its sole option, to terminate this Lease by delivering upon written notice to Landlord prior to the actual Delivery Date. If Tenant so terminates, then the liquidated damages described above will be calculated with reference to the date of termination rather than the actual Delivery Date and the amount so determined will be payable by Landlord to Tenant in cash (rather than a credit against Rent) upon demand, and such payment obligation shall survive the termination of the Lease and neither party shall have any further rights or obligations under the Lease after the termination date. Tenant acknowledges that the remedies set forth in this subsection 1.3(a) are its sole and exclusive remedies for Landlord. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant deliver the Leased Premises to this subsection shall not cut off the accrual of Tenant with all the Delivery Date CreditConditions completed by November 10, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to have occurred on the date that the Delivery Date would have occurred but for such Tenant Delay2013.

Delivery Date. The date Landlord grants Tenant exclusive use of and full access to the Ninth Floor Expansion Premises in the condition required in Section 3.2 below shall be referred to as the “Ninth Floor Expansion Premises Delivery Date”. The actual Ninth Floor Expansion Premises Delivery Date, once established, shall be documented in a letter prepared by Landlord and executed by Landlord and Tenant promptly after the Ninth Floor Expansion Premises Delivery Date occurs. The anticipated Ninth Floor Expansion Premises Delivery Date is July 15, 2017. Landlord represents and warrants to Tenant that Suite 955 (ia portion of the Ninth Floor Expansion Premises comprised of 1,254 rentable square feet) Subject is currently occupied by a tenant pursuant to delays resulting from Force Majeure Matters a lease with Landlord (the “Suite 955 Lease”). No other premises on the ninth floor of the Building is occupied or leased or in any way encumbered (except to the extent encumbered by the deed of trust of Bank of America, N.A. as identified in the Bank of America, N.A. SNDA (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit B9.5 below)). Commencing not later than the date of mutual execution of this Sixth Amendment, Landlord shall shall, at Landlord’s sole cost and expense, use its diligent best efforts to enforce the relocation provisions of the Suite 955 Lease, relocate the existing tenant to other space in the Building and/or require the existing tenant to vacate and surrender possession of Suite 955 on or before July 15, 2017. Once Landlord has possession of Suite 955, Landlord shall, as soon as reasonably possible, deliver the Leased entire Ninth Floor Expansion Premises to Tenant with in the Shell Improvements completed condition required in Section 3.2 below in all material respects. If Landlord is unable, despite using its diligent best efforts, to a point that Tenant is able to enter deliver possession of the Leased Ninth Floor Expansion Premises to commence installation and construction of the Tenant Improvements on or before July 15, 2017 due to the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Dateexisting tenant remaining in occupancy of Suite 955, this Lease Sixth Amendment shall not be void or voidable voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith from Landlord’s inability to complete the work that is necessary to allow Landlord to cause the deliver such possession. The Ninth Floor Expansion Premises Delivery Date shall not be deemed to occurhave occurred until the entire Ninth Floor Expansion Premises has been delivered to Tenant in the condition required in Section 3.2 below in all material respects. In such event, Landlord acknowledges that the following terms shall apply: (1) In date Tenant is able to commence construction of the event Improvements in the Ninth Floor Expansion Premises is a material inducement to Tenant’s agreement to enter into this Sixth Amendment. If the Ninth Floor Expansion Premises Delivery Date does has not occur occurred on or before August 31, 2017 (“Outside Delivery Date”) for any reason except a delay caused by the date that is two (2) months following the Target Delivery DateTenant, then, Tenant shall receive a credit against day for day abatement of Rent due for the Monthly Rental Installments due hereunder equal to entire Ninth Floor Expansion Premises for each day after the Outside Delivery Date that the Ninth Floor Expansion Premises Delivery Date has not occurred provided, however, such Outside Delivery Date shall be extended one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Ninth Floor Expansion Premises Delivery Date (the “has not occurred solely as a result of Force Majeure; provided further, however, such Outside Delivery Date Credit”), which credit(sshall not be extended more than a maximum aggregate combined total of thirty (30) days as a result of Force Majeure. Any such abatement shall be applied to, and offset against, Rent next becoming due and payable under the Lease for the Ninth Floor Expansion Premises and shall continue to be applied to, and offset against, such Rent until the Monthly Rental Installment(s) first becoming payable hereunder. (2) In amount of abatement to which Tenant is entitled under this paragraph is exhausted. If the event the Ninth Floor Expansion Premises Delivery Date does has not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date occurred on or (ii) before thirty (30) days after the Outside Delivery DateDate (as may be extended in accordance with the terms of this Section 3.1), then Tenant shall have the right to terminate this Lease Sixth Amendment (in which event all prepaid amounts shall be promptly refunded to Tenant), by delivering giving written notice to LandlordLandlord within ten (10) business days after such failure. For purposes Landlord shall have five (5) business days after receipt of clarification, Tenant’s such notice to cure such failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Creditand, if applicableLandlord has not cured the matter within such time period, this Sixth Amendment shall terminate. Notwithstanding anything to the contrary contained If such notice of termination is not so given by Tenant within said ten (10) business day time period, then this Sixth Amendment shall continue in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to have occurred on the date that the Delivery Date would have occurred but for such Tenant Delayfull force and effect.

Delivery Date. (i) Subject to delays resulting from Force Majeure Matters (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit B), Landlord shall deliver give Tenant written notice of not less than ten (10) days of the Leased date on which Landlord's Work will be substantially completed and the Premises will be available to Tenant for the performance of Tenant's Work. Tenant agrees to take physical possession of the Premises and begin its work under Section 3.03 on the date Landlord tenders possession of the Premises to Tenant. The date on which the Premises are made available to Tenant with shall be the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction of the Tenant Improvements on or before the Target "Delivery Date. If Landlord for any reason whatsoever cannot cause ", and from and after the Delivery Date Tenant agrees to occur by diligently perform Tenant's Work to completion. If the Target Delivery DatePremises are not delivered to Tenant within twenty-four (24) months from the date of this Lease, Landlord and Tenant shall have the option, to terminate this Lease upon prior written notice to the other party and, in such event, this Lease shall thereafter be null and void and of no further force or effect, and any money or security deposited hereunder shall be returned to Tenant and thereafter neither party shall have any further liability to the other, either for damages or otherwise, by reason of such termination as though this Lease had not be void or voidable nor been executed in the first instance. Under no circumstances shall Landlord be liable to Tenant in damages for any loss delay in commencing or damage resulting therefrom; completing the Premises, or for a total failure to complete same or for a failure to deliver same. Tenant hereby expressly agrees that the entry or occupancy of the Premises by Tenant or Tenant's agents or contractors prior to the date herein fixed for the Term Commencement Date shall be governed by and shall be subject to all of the terms and provisions of this Lease, and Tenant shall observe and perform all its obligations under this Lease, including, without limitation, its obligation to pay charges for temporary utilities, insurance, and other charges pursuant to the provisions of Exhibit "C", but excepting its obligations to pay Minimum Rent, Common Area Expenses, Taxes, Insurance, and charges for the Fund, from the date upon which the Premises are made available to Tenant for its work (or from the date when Tenant commences to perform Tenant's Work, if earlier) until the Term Commencement Date. Tenant's Work: Other than work done pursuant to Section 3.01, all work is to be performed by Tenant at its expense ("Tenant's Work") in that eventaccordance with Exhibit "C", Landlord shall act diligently attached hereto and made a part hereof and in good faith to complete accordance with the provisions hereof. All entry into the Premises and work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event the Delivery Date does not occur done by the date that is two (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal be at Tenant's risk. Tenant shall prepare and submit to one (1) day Landlord store design and working drawings of Minimum Annual Rent and Additional Rent Tenant's Work with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) within thirty (30) days after the Outside date of this Lease. In the event Tenant's plans and specifications, in the sole judgment of Landlord or Landlord's architect, are incomplete, inadequate or inconsistent with the terms of this Lease and/or do not conform to the standards of design, motif, decor and quality established or adopted by Landlord and/or would tend to create an imbalance with or be incompatible with adjoining premises, and/or would subject Landlord to additional costs or expenses in the performance of Landlord's Work, and/or would provide for or require any installation or work which is or might be unlawful or create an unsound or dangerous condition or adversely affect the structural soundness of the Premises or the building of which the same forms a part, and/or would interfere with the use and enjoyment of any adjoining space in the building in which the Premises are located, then, in the event Landlord determines that Landlord and Tenant are unable to agree upon store design drawings and/or working drawings, Landlord shall have the option, upon ten (10) days' written notice to Tenant to declare this Lease null and void and of no further force and effect, in which event this Lease shall terminate. All work performed by Tenant shall be subject to Landlord's prior written approval and shall be in accordance with good construction practices, all applicable laws, codes, ordinances, regulations, and insurance requirements and Landlord's reasonable rules and regulations. No material deviations from the final plans and specifications, once approved by Landlord, shall be permitted. Landlord's review of Tenant's plans and specifications shall not constitute the assumption of any responsibility by Landlord for their accuracy or sufficiency, and shall in no event create an express or implied confirmation that Tenant's design and/or working drawings have been prepared in accordance with the requirements of applicable laws, codes, ordinances and regulations. Further, Landlord shall have no responsibility or liability for any loss or damage to any property belonging to Tenant. Tenant agrees to pay for all the utilities used or consumed in the Premises by Tenant on and after the Delivery Date. Tenant shall obtain, at Tenant's sole expense, all certificates and approvals which may be necessary so that a certificate of occupancy for the Premises may be issued. Copies of all such certificates shall be delivered to Landlord prior to Tenant commencing Tenant's Work. Upon the issuance of the -------------------------------------------------------------------------------- 102 certificate of occupancy, a copy thereof shall be immediately delivered to Landlord. Except for Landlord's Work, Tenant shall have ready the right Premises for the opening of Tenant's business by the Term Commencement Date. Alterations by Tenant: Tenant may not make any exterior, structural or mechanical alterations to terminate this Lease by delivering the Premises without the prior written consent of Landlord. In addition, Tenant shall not make any interior alterations, except for alterations to the decor of the Premises provided such alterations affect color or merchandising aspects of the interior only, without giving prior written notice to LandlordLandlord and Landlord giving Tenant its written consent therefore. For purposes Any such alterations shall be performed in a good and workmanlike manner and in accordance with applicable legal and insurance requirements and the terms and provisions of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection shall not cut off Lease. In the accrual of event that any mechanic's lien is filed against the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed Premises or Shopping Center as a result of any work or act of Tenant, Tenant, at its expense, shall discharge or bond off the same within ten (10) days from the filing thereof. If Tenant Delayfails to discharge said mechanic's lien, then, for purposes Landlord may bond or pay without inquiring into the validity of determining the Commencement Date, the Delivery Date merits of such lien and all sums so advanced shall be deemed paid to Landlord as Additional Rent. Prior to the commencement of any work by Tenant, Tenant shall obtain public liability and workmen's' compensation insurance to cover every contractor to be employed by Tenant, and shall deliver duplicate originals of all certificates of such insurance to Landlord for written approval. If, in an emergency, it shall become necessary to make repairs required to be made by Tenant, Landlord may reenter the Premises and proceed to have occurred on such repairs made and pay the date that costs thereof. Tenant shall pay Landlord the Delivery Date would have occurred but for costs of such Tenant Delayrepairs as Additional Rent.

Delivery Date. The “Target Delivery Date” shall be January 1, 2026 with respect to Building #1 (ithe “Building 1 Target Delivery Date”). The “Target Delivery Date” with respect to Building #2 shall be September 1, 2026 or such earlier date from and after January 1, 2026 as specified by Sublessee with at least ten (10) Subject days’ prior notice to delays resulting from Force Majeure Matters Sublessor (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit Bthe “Building 2 Target Delivery Date”). Sublessor shall use commercially reasonable efforts to substantially complete Sublessor’s Work by January 1, Landlord shall deliver the Leased Premises 2026. If Sublessor fails to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction of the Tenant Improvements substantially complete Sublessor’s Work on or before February 1, 2026 (the Target Delivery “Building #2 Deadline Completion Date. If Landlord ”) for any reason whatsoever cannot cause other than the Delivery Date to occur by the Target Delivery Dateactions or inactions of Sublessee, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such eventas Sublessee’s sole remedy (except as expressly set forth herein), the following terms Commencement Date as to Building #2 shall apply: be delayed by one (1) In day for each day such substantial completion is delayed beyond such date. If Sublessor fails to substantially complete Sublessor’s Work on or before March 1, 2026, which date shall be extended by one (1) day (not to exceed ninety (90) days) for each day Sublessor fails to substantially complete Sublessor’s Work due to Force Majeure Delays (the event “Building #2 Deadline Penalty Date”) for any reason other than the Delivery actions or inactions of Sublessee, as Sublessee’s sole additional remedy, then commencing on the Commencement Date does not occur by the date that is two as to Building #2 (2) months following the Target Delivery Dateas delayed above), Tenant Sublessee shall receive a credit against the Monthly Rental Installments due hereunder equal be entitled to one (1) day of Minimum Annual Base Rent and Additional Rent with respect abatement as to the Leased Premises Building #2 for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that substantial completion is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of delayed beyond such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease by delivering written notice to Landlorddate. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement DateSublease, the Delivery Date Sublessor’s Work shall be deemed to have occurred be “substantially completed” on the date that the Delivery Date would have occurred but for such Tenant DelaySublessor’s Work has been performed (other than any minor punch list items the non-completion of which does not materially interfere with Sublessee’s use of the Subleased Premises or Sublessee’s construction of the Sublessee Improvements therein) and receipt of all governmental approvals with respect to Sublessor’s Work and delivery of a letter from ▇▇▇▇▇▇▇▇▇’s architect certifying substantial completion thereof.

Delivery Date. (i) Subject Each Purchase Order will designate the anticipated date of delivery of the Goods or performance of Services, or both. Seller agrees to delays resulting from Force Majeure Matters (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit B), Landlord shall deliver the Leased Premises to Tenant Goods in accordance with the Shell Improvements completed delivery and shipping schedule set forth in each Purchase Order and to a point perform the Services in accordance with date of performance set forth in each Purchase Order. Risk of loss and title to the Goods delivered and accepted hereunder will pass from Seller to Buyer EX-WORKS at Seller's factory of completion unless otherwise specified in the Purchase Order. In the event that Tenant is able to enter the Leased Premises to commence installation and construction Buyer should need shipment or delivery of the Tenant Improvements on or before the Target Delivery Date. If Landlord Goods delayed for any reason whatsoever cannot cause whatsoever, Seller agrees to build and/or hold the Delivery Date Goods and Buyer will advise Seller to occur by (A) store completed Goods at Seller's facility, (B) arrange storage of completed Goods at a location in the Target Delivery Datevicinity of the shipping point, this Lease shall not be void (C) continue production of any uncompleted Goods, and/or (D) delay or voidable nor shall Landlord be liable to Tenant for discontinue production of any loss or damage resulting therefrom; but in that eventuncompleted Goods, Landlord shall act diligently and in good faith to complete Buyer will pay Seller interest at the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end Interest Rate on Buyer's cost of such two (2) month period uncompleted Goods.. Prime rate will be that which is in effect on the day Buyer notifies Seller of a delay. If Seller stores Goods, or arranges storage, Buyer will pay Seller's reasonable and the Delivery Date (the “Delivery Date Credit”)necessary storage costs and, which credit(s) shall other properly incurred costs and reasonably foreseeable expenses. Any claim by Seller for storage costs and other related costs and expenses must be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) asserted within thirty (30) days after from the Outside Delivery Date, Tenant shall have date Buyer notifies Seller of the right delay. Buyer at any time may require the work to terminate this Lease resume by delivering written notice to Landlord. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection Seller and Seller shall not cut off the accrual resume diligent performance of the Delivery Date Credit, if applicablework. Notwithstanding anything Transfer of risk of loss and title to the contrary contained Goods shall be as stated in the Lease, if written change order to the Delivery Date is delayed as a result of Tenant Delay, then, Purchase Order relating to Buyer's instructions for purposes of determining Seller to store the Commencement Date, the Delivery Date shall be deemed to have occurred on the date that the Delivery Date would have occurred but for such Tenant DelayGoods.

Delivery Date. (i) Subject to delays resulting from Force Majeure Matters (as defined in Section 16.03) and/or Landlord and Tenant Delays (as defined in Exhibit B), Landlord shall deliver presently anticipate that possession of the Leased Premises will be tendered to Tenant with in the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction of the Tenant Improvements condition required by this Lease on or before about one (1) business day following Tenant’s full execution and delivery of this Lease to Landlord, the Target “Estimated Delivery Date”). If Landlord for any reason whatsoever cannot cause is unable to tender possession of the Delivery Date Premises in such condition to occur Tenant by the Target Estimated Delivery Date, then (a) the validity of this Lease shall not be void affected or voidable nor impaired thereby, (b) Landlord shall Landlord not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant for any loss or damage resulting therefromTenant; but in that eventprovided, Landlord shall act diligently and in good faith to complete however, if the work that Premises is necessary to allow Landlord to cause not delivered by the tenth (10th) business day after the Estimated Delivery Date to occur. In and such event, the following terms shall apply: (1) In the event the Delivery Date does delay was not occur caused by the date that is two (2) months following the Target Delivery Dateact or omission of Tenant, its employees, agents or contractors or due to Force Majeure, then, as Tenant’s sole and exclusive remedy, Tenant shall receive be entitled to a credit against day for day abatement of Basic Rent for the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses period between the end of such two (2) month period Estimated Delivery Date and the Delivery Date (the “Delivery Date Credit”)Date. Such abatement of Basic Rent, which credit(s) if any, shall be applied to Basic Rent beginning on the Monthly Rental Installment(s) first becoming payable hereunder. (2) In Rent Commencement Date. By occupying the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery DatePremises, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to have occurred on accepted the Premises in their condition as of the date of such occupancy, subject to the performance of the Punch-List Items (as hereinafter defined). Within five (5) days following ▇▇▇▇▇▇▇▇’s request therefore, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Delivery Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date would have occurred but or otherwise invalidate this Lease. Except as expressly provided hereinafter, entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent, and before Tenant may occupy the Premises to conduct business therein, Tenant shall deliver to Landlord a certificate of occupancy from the appropriate governmental authority for such Tenant Delaythe Premises (or the applicable portion thereof).

Delivery Date. (i) Subject As used herein the “Delivery Date” shall be the date upon which the Premises is delivered to delays resulting from Force Majeure Matters Sublessee vacant and in broom clean condition with all personal property of the Sublessor removed other than Furniture, Fixtures and Equipment (as defined herein), and otherwise in the condition required in Section 16.03) and/or Tenant Delays 4.6 hereof (as defined collectively, “Delivery Condition”). Sublessee shall execute a written acknowledgment in Exhibit B), Landlord the form reasonably required by Sublessor to acknowledge that the Delivery Date has occurred. Sublessor shall deliver use diligent and good faith efforts to cause the Leased Premises to Tenant be delivered to Sublessee in Delivery Condition by no later than April 1, 2017 (the “Target Delivery Date”). Notwithstanding the foregoing, Sublessor may delay delivery of no more than one (1) full floor of the Premises for no more than fifteen (15) days to accommodate the orderly transition of its staff from the Premises, and in such event the Delivery Date and Sublease Commencement Date shall not be affected. It is further agreed that so long as Sublessee reasonably coordinates its entry with Sublessor and does not unreasonably interfere with Sublessor’s move out of the Shell Improvements completed to a point that Tenant is able Premises, Sublessee shall have the right to enter the Leased Premises prior to the Delivery Date for the purpose of preparing the Premises for Sublessee’s use and occupancy, including, without limitation, constructing improvements, rearranging Furniture, Fixtures and Equipment and installing other furnishings and equipment (subject to obtaining the consent of Landlord to the extent required for such early access and installations or improvements), and Sublessee shall not be obligated to pay Base Rent or Additional Rent during such period of occupancy prior to the Sublease Commencement Date. If Sublessor does not tender possession of the Premises to commence installation and construction of Sublessee in the Tenant Improvements Delivery Condition on or before the Target Delivery Date. If Landlord , April 1, 2017 (which Target Delivery Date is subject to Sublessor’s right to delay delivery of a single floor as set forth above, and is further subject to extension to the extent delivery of the Premises in the Delivery Condition is delayed due to force majeure delays and delays caused by Sublessee), then (1) the validity of this Sublease shall not be affected or impaired thereby; (2) Sublessor shall not be in default hereunder or be liable for any reason whatsoever cannot cause damages therefor (except as expressly set forth in Section 3.2 below); (3) Sublessee shall accept possession of the Premises when Sublessor tenders possession thereof to Sublessee in the Delivery Condition; (4) the Sublease Commencement Date shall be the date on which the Delivery Date occurs (subject to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the a delayed Delivery Date to occur. In such event, the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal for up to one (1) day of Minimum Annual Rent full floor as noted above); and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i5) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Sublease Expiration Date shall be deemed to have occurred on the date that the Delivery Date would have occurred but for such Tenant Delayremain unchanged.

Delivery Date. (i) Subject to delays resulting from Force Majeure Matters (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit B), Landlord shall deliver the Leased Premises to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction of the Tenant Improvements on or before the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant▇▇▇▇▇▇’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to have occurred on the date that the Delivery Date would have occurred but for such Tenant Delay.

Delivery Date. Each Suite within the Expansion Premises shall be deemed delivered upon the date (the “Delivery Date”) that is the later of (i) Subject the date Landlord delivers such Suite to delays resulting from Force Majeure Matters Tenant with Landlord Work (as defined in Section 16.031.2 of the Work Letter attached hereto as Exhibit B, the “Work Letter”) and/or Tenant Delays applicable to such Suite substantially completed (provided, that Landlord shall not be required to substantially complete the Restroom Work and the 14th Floor Work (as respectively defined in Exhibit BSections 1.2.2 and 1.2.3 of the Work Letter) prior to the Delivery Date for Suites on those floors of the Building, but Landlord shall complete such work at least sixty (60) days prior to the Suite Commencement Date for the initial Suite on the applicable floor), and (ii) the Estimated Delivery Date. Landlord shall use good faith efforts to complete Landlord Work and deliver each Suite within the Expansion Premises by the Estimated Delivery Date. The Estimated Delivery Date for each Suite has been based upon Landlord having sixty (60) days after the surrender of such Suite by the current tenant to complete Landlord Work prior to delivering such Suite to Tenant. Landlord represents, warrants and covenants to Tenant that: (i) the existing term of each lease with a current tenant (each, a “Current Tenant”) in any of the Suites (each, a “Current Lease”) will expire or terminate, either by its terms or pursuant to a written termination agreement between Landlord and such Current Tenant that has been or will be entered into prior to the execution of this Amendment, at least sixty (60) days prior to the applicable Estimated Delivery Date for each such Suite, (ii) with respect to each Current Lease that grants a Current Tenant the right to renew the lease term beyond the Estimated Delivery Date for such Suite, Landlord has the unilateral right under the applicable Current Lease to relocate such Current Tenant to alternative premises in the Building and has appropriate space available for such relocation, and (iii) if any Current Tenant exercises such a renewal right set forth in subheading (ii), Landlord shall deliver the Leased Premises relocate such Current Tenant. If a Current Tenant or a subtenant or assignee of a Current Tenant holds over or does not relocate to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction another portion of the Tenant Improvements on or before the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to have occurred Building on the date that designated by Landlord for such relocation and such Current Tenant or a subtenant or assignee of such Current Tenant does not surrender such Suite to Landlord on the applicable expiration date or the designated relocation date, then the Estimated Delivery Date would have occurred but for such Tenant DelaySuite shall be extended day for day based upon such tenant’s holdover after the applicable expiration date or relocation date. Landlord shall use commercially reasonable efforts to cause such holdover tenant to surrender the Suite in an expeditious manner.

Delivery Date. The "Delivery Date" shall be the date on which Landlord has (i) Subject completed the construction components of the Base Building Improvements required to delays resulting from Force Majeure Matters be completed by Landlord in order for the "Initial Tenant Work Date" (as defined in Section 16.03the Work Letter) and/or Tenant Delays to occur, and (as defined in Exhibit B), Landlord shall deliver ii) tendered possession of the Leased Premises to Tenant with subject to Landlord's continuing right to access the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction of the Tenant Improvements on or before the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith take all steps required to complete the work Base Building Improvements, provided, however, that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event if the Delivery Date does not occur by the date that is two on or before April 1, 2001 (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall as may be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Dateextended as provided below, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the "Outside Delivery Date"), then thereafter until or if Landlord has not acquired title to the earlier to occur of (i) the occurrence of the Delivery Date Land and Buildings on or (ii) thirty (30) days after before the Outside Delivery Date, Tenant shall have the right to terminate this Lease by written notice to Landlord at any time within five (5) days after the Outside Delivery Date as so extended. If Tenant does not elect to terminate this Lease within such five (5) day period, Tenant shall again have the option to terminate this Lease by delivering written notice to Landlord within five (5) business days after the thirtieth (30th) day following the Outside Delivery Date as so extended, and each thirtieth (30th) day thereafter (each such date, together with the initial applicable date as so extended, a "Window Date"), if either the Delivery Date has not occurred or the Landlord has not acquired title to the Land and Buildings on or before any such Window Date. If Tenant does not deliver written notice of termination to Landlord within any such five day period after a Window Date, all rights and obligations of the parties under this Lease shall continue notwithstanding the delay in the Delivery Date or acquisition of title. Tenant's sole and exclusive remedy in the event of delay in the Delivery Date or Landlord. For purposes 's acquisition of clarification, Tenant’s failure title to the Land or Buildings shall be to terminate this Lease pursuant as provided in this Paragraph 3(b). The Outside Delivery Date shall be extended as follows: (A) one day for each day of delay caused by Tenant Delays (as defined in the Work Letter); and (B) by the amount of time required to complete any arbitration process resulting from disputes between Landlord and Tenant under the Work Letter plus an additional thirty (30) days. All of the rights and obligations of the parties under this subsection Lease (other than Tenant's obligation to pay Monthly Base Rent and Additional Charges for Expenses and Taxes) shall not cut off commence on the accrual of Delivery Date. Tenant shall be deemed to occupy the Premises from and after the Delivery Date. Within five (5) business days after the Delivery Date, the parties shall execute a letter confirming the Delivery Date Creditand certifying that Tenant has accepted delivery of the Premises, if applicable. Notwithstanding anything to the contrary contained in the Lease, if form attached hereto as Exhibit "B" (the "Delivery Date is delayed as a result of Tenant DelayMemorandum"). Either party's failure to request execution of, then, for purposes of determining the Commencement Dateor to execute, the Delivery Date Memorandum shall be deemed to have occurred on the date that not in any way alter the Delivery Date would have occurred but for such Tenant DelayDate.

Delivery Date. (i) Subject to delays resulting from Force Majeure Matters (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit B)Notwithstanding the foregoing, Landlord shall deliver the Leased Premises to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction of the Tenant Improvements on or before the Target Delivery Date. If Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event if the Delivery Date does not occur by August 1, 2014 (the date that is two (2) months following the Target Delivery “Outside Date”), then, as Tenant’s sole and exclusive remedy in connection therewith except as provided in Section 2.4, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal be entitled to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such two (2) month period and the Delivery Date terminate this Lease upon written notice (the “Delivery Outside Date CreditTermination Notice”), which credit(s) shall be applied electing to terminate this Lease effective upon receipt of the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Outside Date does not occur Termination Notice by the date that is three (3) months following the Target Delivery DateLandlord. Except as provided hereinbelow, the Delivery Outside Date Credit shall increase Termination Notice must be delivered by Tenant to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery DateLandlord, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does if at all, not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by earlier than the Outside Delivery Date, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) and not later than thirty (30) days after the Outside Delivery Date. If Tenant terminates the Lease pursuant to the right set forth herein, this Lease shall be null and void and of no further effect and Landlord and Tenant shall have be released of all obligations in connection with this Lease as of the termination date set forth in Tenant’s notice, and Landlord shall return to Tenant all prepaid rent, letters of credits and deposits in connection with this Lease within fifteen (15) days following the Landlord’s receipt of Tenant’s termination notice. Notwithstanding the foregoing or anything to the contrary set forth in this Lease, the Outside Date shall be extended one (1) day for each day on which there is any delay in the Delivery Date as a result of any Force Majeure event (not to exceed ninety (90) days in the aggregate and any holdover by the Existing Tenant shall not be deemed a Force Majeure event). Further, if Tenant does not timely exercise its right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant’s failure to terminate as provided in this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement DateSection 2.13, the Delivery Expiration Date shall be deemed to have occurred extended one (1) day for each day on the date that which there is any delay in the Delivery Date would have occurred but for such Tenant DelayDate.

Delivery Date. (i) Subject to delays resulting from Force Majeure Matters (as defined in Section 16.03) and/or Tenant Delays (as defined in Exhibit B), Landlord shall deliver the Leased Premises to Tenant with the Shell Improvements completed to a point that Tenant is able to enter the Leased Premises to commence installation and construction Upon Lessor's substantial completion of the Tenant Improvements on Landlord's ------------- Work to the Original Premises, either Lessor or before Lessor's architect shall provide written certification of same to Lessee, and the Target date of delivery to Lessee of such written certification shall be referred to herein as the "Delivery Date. ." If Lessor's substantial completion of the Landlord for any reason whatsoever cannot cause the Delivery Date to occur by the Target Delivery Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to cause the Delivery Date to occur. In such event, the following terms shall apply: (1) In the event the Delivery Date does not occur by the date that is two (2) months following the Target Delivery Date, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect Work to the Leased Original Premises for each day that elapses between the end of such two (2) month period and the Delivery Date (the “Delivery Date Credit”), which credit(s) shall be applied delayed in any material respect by any action or inaction attributable to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event the Delivery Date does not occur by the date that is three (3) months following the Target Delivery Date, the Delivery Date Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such three (3) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event the Delivery Date does not occur by the date that is four (4) months following the Target Delivery Date, the Delivery Date Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for each day that elapses between the end of such four (4) month period and the Delivery Date, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) Notwithstanding the foregoing, in the event the Delivery Date does not occur by the Outside Delivery DateLessee, then thereafter until the earlier to occur of (i) the occurrence of the Delivery Date or (ii) thirty (30) days after the Outside Delivery Date, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Delivery Date Credit, if applicable. Notwithstanding anything to the contrary contained in the Lease, if the Delivery Date is delayed as a result of Tenant Delay, then, for purposes of determining the Commencement Date, the Delivery Date shall be deemed to be such earlier date as Lessor's architect shall reasonably determine Lessor's substantial completion of the Landlord Work to the Original Premises would have occurred on occurred, but for such delay of Lessee. Lessor and Lessee acknowledge and agree that Lessee's requests for material changes in the date Landlord Work (formerly known as the Base Building Work) and the Tenant Improvements Work; suspension or delay in Lessor's prosecution of the Landlord Work; suspension or delay in Lessor's ordering of necessary equipment for the Landlord Work and the Tenant Improvements Work; and expansion into the Additional Premises, have caused delay in Lessor's completion of the improvements to the Project to be completed by Lessor. due to no fault or neglect of Lessor, and such delay would have resulted in delay in the Rent Commencement Date under the Lease, as originally provided. Accordingly, Lessor and Lessee acknowledge and agree that it is a material part of the consideration to Lessor under this Amendment, without which Lessor would not entered into this Amendment, that the Delivery Date shall occur in strict accordance with the provisions of this Paragraph 52, notwithstanding that any Landlord Work to the Additional Premises or any Tenant Improvements Work shall not then be completed. Moreover, Lessor and Lessee further acknowledge and agree that it is a further material part of the consideration to Lessor under this Amendment, without which Lessor would not entered into this Amendment and would have occurred but instead satisfied its obligations and exercised its rights and remedies as originally provided in the Lease to the detriment of Lessee, that the Rent Commencement Date shall also occur in strict accordance with the provisions of this Paragraph 52, notwithstanding that, among other things, the Tenant Improvements Work may not then be complete, the Premises may not then be occupied by Lessee, or the Premises may not then be open for such Tenant Delaybusiness to the general public.