Common use of Failure to Deliver Possession Clause in Contracts

Failure to Deliver Possession. If Landlord shall be unable to give possession of the Premises on the Projected Delivery Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary, if Landlord has not Substantially Completed the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Date.

Failure to Deliver Possession. If Landlord shall be unable Suite 120 is not delivered to give possession of the Premises on the Projected Delivery Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) Tenant with the Landlord Work, if any, is not Work Substantially Complete, or (iii) Completed by the Commencement Date for any other reason, then Landlord shall not be subject to liable for any liability for the failure to give possession on said date. Under such circumstancesclaims, damages or liabilities by operation of Section 2.2 abovereason thereof, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall nor affect the validity of this Lease or the obligations of the Tenant hereunder; provided, however, the Commencement Date as to Suite 120 only shall be adjusted to reflect the actual delivery date, and Landlord and Tenant shall enter into a commercially reasonable form of memorandum to memorialize the Commencement Date as to Suite 120 only, and the Commencement Date as to the balance of the Premises shall remain as set forth in the Basic Lease Information. Notwithstanding any of the foregoing provisions to the contrary, if Landlord has not Substantially Completed is unable to so deliver Suite 120 by the Landlord Work by May 31, 2015 date (the “Outside Completion Suite 120 Delivery Date”), Tenant shall be entitled to a rent abatement following ) that is ninety (90) days after the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the which Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Suite 120 Delivery Date shall be delayed by the number of days that Landlord’s delivery of the Premises subject to Tenant is delayed due Tenant Delays and extension day- for-day for Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined belowevents), thenthen Tenant may, as Tenant’s sole and exclusive remedyat its option, Tenant shall have by notice in writing (the option to terminate this Lease exercisable by giving written notice to Landlord “Suite 120 Termination Notice”) within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following after the Sunset DateOutside Suite 120 Delivery Date cancel this Lease as to Suite 120 only, then in which event Landlord and Tenant shall again have such option be discharged from all obligations hereunder relating to terminate Suite 120, and Landlord shall return to Tenant any prepaid rent relating to Suite 120 and the Additional Security Deposit, and both parties shall be released from all obligations under this Lease in relating to Suite 120 (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the manner described above and such date shall constitute termination of this Lease). If the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Termination Notice is not received by Landlord has not tendered possession by the end of each such within said thirty (30) day period, Tenant’s right to cancel as to Suite 120 shall terminate. As used The remedy set forth above shall be Tenant’s sole remedy in this Lease, “Sunset Date” means the initial Sunset Date event of July 1, 2015a delay in delivering possession of Suite 120 to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delay, and any succeeding new Sunset Dates (at thirty (30) day intervals after no such termination shall modify Tenant’s obligations under this Lease as to the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice balance of the resulting calendar date which is the Sunset DatePremises.

Failure to Deliver Possession. If Landlord shall be is unable to give possession of the Premises on the Projected Delivery Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders deliver possession of the Premises to Tenant. No such failure to deliver possession Tenant on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrarybefore November 1, if Landlord has not Substantially Completed the Landlord Work by May 31, 2015 2013 (the “Outside Completion Date”), Tenant because work to be performed by Landlord under any Work Letter (as hereinafter defined) has not been substantially completed (as that term is defined in the Work Letter), or for any other reason, Rent (as hereafter defined) shall be entitled to a rent abatement following abated from the Commencement Date until the delivery by Landlord to Tenant of One Thousand Nine Hundred possession of the Premises and 00/100 Dollars ($1,900.00) for every day Tenant shall have the right to terminate this Lease and upon such termination, Tenant shall have no further obligations hereunder. If Landlord is to perform work in the period beginning on Premises pursuant to a work letter attached hereto as Exhibit E and by this reference made a part hereof (hereinafter referred to as the Outside Completion Date “Work Letter”) and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery is unable to deliver possession of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Outside Completion Date because such work has not been substantially completed, the Commencement Date shall be deferred to the date on which such work is substantially completed. In the event, however, that substantial completion of such work has been delayed by reason of the occurrence of one or more acts constituting Tenant Delay or Force Majeure Delay (as defined belowin the Work Letter), then, as Tenant’s sole and exclusive remedy, the date of substantial completion thereof shall be deemed to be the date on which such work would have been substantially completed but for such Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset DateDelay or Force Majeure Delay. If the Commencement Date is deferred pursuant to this paragraph, the Expiration Date shall be deferred so that the Term will expire on the last day of the calendar month in which the 93rd anniversary of said deferred Commencement Date occurs. Neither the Commencement Date nor the Expiration Date shall be affected if the Premises are not ready for occupancy because Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease performing work in the manner described above and such date shall constitute Premises, pursuant to the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On Work Letter or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Dateotherwise.

Failure to Deliver Possession. If Landlord shall be unable to give possession of (a) the Premises on are not delivered to Tenant by the Projected Delivery Initial Premises Commencement Date by reason of the following: (i) the holding over or retention of possession of for any tenant, tenants or occupantsreason, or (iib) the Landlord Work, if any, is Fifth Floor Southwest Premises are not Substantially Complete, or (iii) delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any other reason, then Landlord shall not be subject to liable for any liability for the failure to give possession on said date. Under such circumstancesclaims, damages or liabilities by operation of Section 2.2 abovereason thereof, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall nor affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, if Landlord has not Substantially Completed shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by May 31the Projected Fifth Floor Southwest Premises Commencement Date for any reason, 2015 Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Completion Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be entitled discharged from all obligations hereunder, and Landlord shall return to a Tenant any prepaid rent abatement following and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the Commencement Date termination of One Thousand Nine Hundred and 00/100 Dollars this Lease). If the Termination Notice is not received by Landlord within said ten ($1,900.0010) for every day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number event of days that Landlord’s delivery a delay in delivering possession of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if anyTenant. Notwithstanding In no event shall Landlord be liable for special or consequential damages as a result of any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Datedelay.

Failure to Deliver Possession. If Landlord shall be is unable to give deliver possession of the Premises to Tenant on or before the Projected Delivery date set forth above as the Commencement Date because work to be performed by reason of Landlord under any Work Letter (as hereinafter defined) has not been substantially completed (as that term is defined in the following: (i) the holding over or retention of possession of any tenant, tenants or occupantsWork Letter), or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord Landlord· shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date account thereof and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall not affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions , except to the contrary, if extent specifically provided in Section 2.1 above. If Landlord has not Substantially Completed is to perform work in the Landlord Work Premises pursuant to a work letter attached hereto as Exhibit E and by May 31, 2015 this reference made a part hereof (hereinafter referred to as the “Outside Completion DateWork Letter”), Tenant shall be entitled ) and is unable to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery deliver possession of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date set forth above as the Commencement Date because such work has not been substantially completed, the Commencement Date shall be deferred to the date on which such work is thirty substantially completed. In the event, however, that substantial completion of such work has been delayed by reason of the occurrence of one or more acts constituting Tenant Delay (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease as defined in the manner described above and Work Letter), the date of substantial completion thereof shall be deemed to be the date on which such date work would have been substantially completed but for such Tenant Delay. If the Commencement Date is deferred pursuant to this paragraph, the Expiration Date shall constitute be deferred so that the new Sunset Date; it being Term will expire on the intention last day of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following calendar month in which the initial Sunset 72nd month anniversary of said deferred Commencement Date if Landlord has not tendered possession by occurs. Neither the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means Commencement Date nor the initial Sunset Expiration Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by affected if the number of days of delay due Premises are not ready for occupancy because Tenant is performing work in the Premises, pursuant to Force Majeure plus the number of days of Tenant Delay, if any. On Work Letter or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Dateotherwise.

Failure to Deliver Possession. If Landlord shall be unable (a) the Phase I Premises are not delivered to give possession of the Premises on Tenant by the Projected Delivery Phase I Commencement Date by reason of the following: (i) the holding over or retention of possession of for any tenant, tenants or occupantsreason, or (iib) the Landlord Work, if any, is Phase II Premises are not Substantially Complete, or (iii) delivered to Tenant by the Projected Phase II Commencement Date for any other reason, then Landlord shall not be subject to liable for any liability for the failure to give possession on said date. Under such circumstancesclaims, damages or liabilities by operation of Section 2.2 abovereason thereof, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall nor affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any Landlord and T▇▇▇▇▇ acknowledge and agree that the Phase I Premises are vacant as of the foregoing provisions date of this Lease. If the tenant occupying the Phase II Premises (the “Existing Tenant”) does not vacate the Phase II Premises prior to the Projected Phase II Commencement Date (e.g. April 1, 2022), Landlord shall make commercially reasonable efforts to regain legal possession of the Phase II Premises as soon as possible, including pursuing all available remedies at law or in equity to evict such tenant. Landlord represents and warrants to Tenant that (a) pursuant to the express terms of the Existing Tenant’s lease (the “Existing Tenant Lease”), such Existing Tenant Lease is scheduled to expire on June 30, 2022 (the “Existing Tenant Lease Expiration Date”), and (b) the Existing Tenant does not have any rights to remain in or otherwise occupy the Phase II Premises beyond the Existing Tenant Lease Expiration Date. Notwithstanding anything in this Section 2.3 to the contrary, if Landlord has not Substantially Completed fails to deliver the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Phase II Premises to Tenant by the Projected Phase II Commencement Date, then Landlord will credit against the first installments of Monthly Base Rent and Rent Adjustments Deposits first becoming due under this Lease an amount equal to one (1) day of Monthly Base Rent and Rent Adjustments Deposits allocable to the Phase II Premises for each day that delivery is delayed due Tenant Delays and Force Majeure delays, if anybeyond the Projected Phase II Commencement Date. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as The remedy set forth above shall be Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease remedy in the manner described above and such date shall constitute the new Sunset Date; it being the intention event of a delay in delivering possession of the parties that Tenant Phase II Premises to Tenant. In no event shall have Landlord be liable for special or consequential damages as a recurring termination option after each result of any such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Datedelay.

Failure to Deliver Possession. If Landlord shall be is unable to give deliver possession of the Premises to Tenant on or before the Projected Delivery date set forth above as the Commencement Date because work to be performed by reason of Landlord under any Work Letter (as hereinafter defined) has not been substantially completed (as that term is defined in the following: (i) the holding over or retention of possession of any tenant, tenants or occupantsWork Letter), or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Tenant may remain in its existing leasehold at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ and Landlord may accommodate any incoming tenant by utilizing unoccupied offices or conference rooms until such time as Tenant is able to occupy the Premises. Landlord· shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date account thereof and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall not affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions , except to the contrary, if extent specifically provided in Section 2.1 above. If Landlord has not Substantially Completed is to perform work in the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled Premises pursuant to a rent abatement following work letter attached hereto as Exhibit E and by this reference made a part hereof (hereinafter referred to as the Commencement Date of One Thousand Nine Hundred "Work Letter") and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery is unable to deliver possession of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date set forth above as the Commencement Date because such work has not been substantially completed, the Commencement Date shall be deferred to the date on which such work is thirty substantially completed. In the event, however, that substantial completion of such work has been delayed by reason of the occurrence of one or more acts constituting Tenant Delay (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease as defined in the manner described above and Work Letter), the date of substantial completion thereof shall be deemed to be the date on which such date work would have been substantially completed but for such Tenant Delay. If the Commencement Date is deferred pursuant to this paragraph, the Expiration Date shall constitute be deferred so that the new Sunset Date; it being Term will expire on the intention last day of the parties that Tenant shall have a recurring termination option after each such thirty calendar month in which the sixtieth (3060th) day period following month anniversary of said deferred Commencement Date occurs. Neither the initial Sunset Commencement Date if Landlord has not tendered possession by nor the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Expiration Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by affected if the number of days of delay due Premises are not ready for occupancy because Tenant is performing work in the Premises, pursuant to Force Majeure plus the number of days of Tenant Delay, if any. On Work Letter or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Dateotherwise.

Failure to Deliver Possession. (a) If Landlord shall be Sublandlord is unable to give possession of the Premises on the Projected Delivery Date by reason any ROFO Space to Subtenant because of the following: (i) the holding over or retention of possession of any tenantsubtenant or other occupant(s), tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord Sublandlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease Sublease shall not be impaired under such circumstances, nor shall the same be construed in any way to extend the term of this Sublease or the obligations subleasing of such ROFO Space, but the Tenant hereunderrent payable in respect of such ROFO Space shall be postponed until delivery of possession of such ROFO Space. Notwithstanding any The provisions of the foregoing provisions this Section 23.8 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law. (b) Notwithstanding the foregoing, if Landlord any portion of the ROFO Space cannot be delivered to Subtenant because of the holding over or retention of possession of any subtenant or other occupant(s), then if Subtenant so elects, the portion(s) of the ROFO Space which can be delivered shall be delivered to Subtenant and the Base Rent and Additional Rent applicable thereto, on a rentable square footage basis, shall commence. Sublandlord will promptly take all reasonable action against any holdover tenant of the ROFO Space to obtain possession thereof, including, without limitation, the commencement and prosecution of a summary dispossess proceeding against any such holdover tenant and shall keep Subtenant informed as to the status thereof. Nothing herein shall operate to extend the expiration of the term for the Subleased Premises (including, but not limited to, the ROFO Space added to the demise hereunder) beyond the then Expiration Date. Notwithstanding anything to the contrary contained herein, if Sublandlord willfully refuses to deliver possession of the ROFO Space to Subtenant after such space has not Substantially Completed been vacated by the Landlord Work prior tenant thereof for any reason other than completion of any repairs required to be performed by May 31, 2015 Sublandlord due to a casualty or Force Majeure (the date on which such vacancy shall have occurred, as the same may be extended due to Force Majeure or the time necessary to complete any repairs required to be performed by Sublandlord due to a casualty, is referred to herein as the “Outside Completion Required Delivery Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ) ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, provided that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of delay under this sentence with respect to all Force Majeure events other than the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date COVID-19 pandemic shall be capped at thirty (defined below30) days), then, in such event, but subject to Subtenant's rights under Section 23.8(c) below, if any portion of the ROFO Space has not been delivered to Subtenant within sixty (60) days after the Required Delivery Date, then as Tenant’s sole liquidated damages, and exclusive remedynot as a penalty, Tenant the Base Rent payable for such portion of the ROFO Space shall, subject to the provisions of clause (ii) below (i) be abated one and one half (1 1/2) days for each day after such sixtieth (60th) day after the Required Delivery Date until the ROFO Space has been delivered to Subtenant and (ii) if the ROFO Space has not been delivered to Subtenant within one hundred twenty (120) days after the Required Delivery Date, the abatement in clause (i) shall be increased to two (2) days for each day after such one hundred twentieth (120th) day until the ROFO Space has been delivered to Subtenant. (c) If any portion of the ROFO Space is not so delivered to Subtenant within six (6) months after the Required Delivery Date therefor then Subtenant shall have the option right (to terminate this Lease exercisable by giving written notice be exercised not later than ninety (90) days following the expiration of such six (6) month period as hereinafter provided) to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of rescind its election to terminate this Lease add to the Subleased Premises such ROFO Space or that portion thereof as aforesaid to which possession is not obtainable, and delivery in the latter case, Sublandlord, at its own cost, shall separate the portion which is part of possession the Subleased Premises so it may be legally occupied by Subtenant. If Subtenant does not occur on or before exercise its rescission right within the date which is aforesaid ninety (90) day period, then Subtenant shall be deemed to have exercised its rescission option. If Subtenant exercises such rescission option and Sublandlord does not deliver such ROFO Space to Subtenant within thirty (30) days following after the Sunset Dategiving of such rescission notice (time being of the essence), then Tenant it shall again have be deemed that such option ROFO Space has not been offered to terminate Subtenant and the applicable provisions of this Lease Article 23 shall continue in full force and effect, subject to the manner described above and such date shall constitute the new Sunset Date; it being the intention provisions of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered next sentence. Upon Sublandlord obtaining vacant possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is ROFO Space that was the Sunset Datesubject of the rescission exercised by Subtenant, Sublandlord agrees to reoffer the same to Subtenant in accordance with the applicable terms of this Article 23.

Failure to Deliver Possession. If for any reason Landlord cannot deliver possession of the Premises to Tenant on or prior to the Scheduled Date for Delivery of the Premises, then the validity of this Lease and the obligations of Tenant under this Lease shall not be unable affected and Tenant shall have no claim against Landlord arising out of Landlord’s failure to give deliver possession of the Premises on the Projected Scheduled Date for Delivery Date by reason of the following: (i) Premises. In the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary, if event Landlord has not Substantially Completed the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of delivered the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date within sixty (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (360) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention Scheduled Date for Delivery of the parties that Tenant shall have a recurring termination option after each such thirty Premises (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if anyas that term is defined in the Work Letter and any delays caused by Force Majeure), Tenant shall have the right to terminate this Lease by delivery to Landlord of a termination notice (the “Termination Notice”) which shall be effective thirty (30) days after receipt by Landlord, unless within such 30-day period the Premises are delivered to Tenant. On or before In the Sunset Date, if such date includes any period event Landlord has not delivered the Premises to Tenant within one hundred eighty (180) days after the Scheduled Date for Delivery of Force Majeure or the Premises (plus the number of days of Tenant Delay, as that term is defined in the Work Letter, but without including any delays caused by force majeure, including but not limited to delays caused by weather, action of the elements, war, riot or civil insurrection, general building moritoria, labor disputes, inability to procure or a general shortage of labor or materials in the normal channels of trade, delay in transportation; delay in inspections; or any other cause beyond the reasonable control of Landlord), Tenant shall have the right to terminate this Lease by delivery to Landlord of a Termination Notice. The event Tenant elects to terminate this Lease, Tenant must deliver the Termination Notice to Landlord prior to the date the Premises are delivered to Tenant. Upon such termination, Landlord shall give immediately return the Security Deposit, prepaid rent and any other amounts delivered by Tenant written notice of to Landlord hereunder and thereupon, this Lease shall terminate and neither party shall have any further obligation or liability to the resulting calendar date which is the Sunset Dateother under this Lease.

Failure to Deliver Possession. If Landlord shall be is unable to give deliver possession of Suite 520 of the Premises to Tenant on or before the Projected Delivery date set forth above as the Commencement Date because work to be performed by reason of Landlord under the following: work letter attached hereto as Exhibit C and by this reference made a part hereof (i) hereinafter referred to as the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work"Workletter"), if any, has not been substantially completed (as that term is not Substantially Completedefined in the Workletter), or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date account thereof and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall not affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions If Landlord is to the contrary, if Landlord has not Substantially Completed the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day perform work in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery any part of the Premises pursuant to the Workletter and is unable to deliver possession of the entire Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date set forth above as the Commencement Date because such work has not been substantially completed, the Commencement Date shall be deferred to the date on which such work is thirty substantially completed. In the event, however, that substantial completion of such work has been delayed by reason of the occurrence of one or more acts constituting Tenant Delay (30) days following as defined in the Sunset DateWorkletter), then the date of substantial completion thereof shall be deemed to be the date on which such work would have been substantially completed but for such Tenant shall again have such option to terminate Delay. Notwithstanding any deferral of the Commencement Date hereunder or anything contained in this Lease to the contrary, Landlord and Tenant hereby agree that the Expiration Date of the initial Term shall not be deferred, but shall remain March 31, 2018, subject to earlier termination pursuant to the terms of this Lease. Further, neither the Commencement Date nor the Expiration Date shall be affected if the entire Premises is not ready for occupancy because Tenant is performing work in the manner described above and such date shall constitute Premises, pursuant to the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On Workletter or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Dateotherwise.

Failure to Deliver Possession. Except to the extent specifically ------------------------------ provided for in this Article and 17.6.1, Tenant waives any right to rescind this Lease under Section 223-a of the New York Real Property Law and further waives the right to recover any damages that may EXECUTION COPY result from Landlord's failure to deliver possession of the Premises on the Commencement Date. If Landlord shall be unable to give possession of the Premises on the Projected Delivery Date by reason Commencement Date, and provided Tenant is not solely responsible for such inability to give possession, Tenant's obligation to pay Base Rent and Tenant's Share of Taxes and Building Operating Expenses, including Initial Tenant's Share of Building Operating Expenses, and all other additional rent shall not commence until possession of the following: (i) Premises is given or the holding over or retention of possession of any tenantPremises are available for occupancy by Tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for the and no such failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date and Commencement Date are automatically adjusted and determined date shall in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall any way affect the validity of this Lease or the obligations of Tenant hereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall the Tenant hereundersame be construed to extend the Lease Term. Notwithstanding any of the foregoing provisions to the contraryThe Rent Commencement Date, if Landlord has not Substantially Completed the Landlord Work by May 31any is specified in Section 1.1, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed adjourned by the number of days that Landlord’s delivery between the Commencement Date and the date on which possession is delivered to Tenant. If permission is given to Tenant to enter into possession of the Premises or to Tenant is delayed due Tenant Delays and Force Majeure delaysoccupy space in the Building other than the Premises prior to the Commencement Date, if any. Notwithstanding any of such occupancy shall be deemed to be under all the foregoing provisions of this Section Lease provided, however, the Tenant shall not be obligated to pay base rent or any other rents until the Commencement Date. Notwithstanding anything to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedycontrary contained herein, Tenant shall have the option right to cancel and terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after if possession of the Sunset Date. If Premises is not delivered to Tenant does not timely give notice in accordance with the terms, covenants and conditions of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty forty-five (3045) days following from the Sunset Date, then Tenant shall again have such option to terminate date upon which triplicate originals of this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that executed by Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due are delivered to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset DateLandlord.

Failure to Deliver Possession. (a) If Landlord shall be unable to give possession of the Premises on the Projected Delivery Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reasonreason beyond the reasonable control of Landlord, then Landlord shall not be subject to any liability for the failure to give possession on said datedate so long as Landlord has used and continues to use reasonable efforts to deliver possession to Tenant as soon as possible. Under such circumstances, by operation of Section 2.2 above, circumstances the Delivery Projected Commencement Date and Commencement Date are automatically adjusted and determined in relation shall be delayed by a number of days equal to the date Landlord actually tenders days of delay in Landlord's delivery of possession of the Premises to Tenant. No such failure to deliver give possession on the originally scheduled Projected Delivery Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding If Rider 2 or the Workletter requires that any of the foregoing provisions to the contrary, if Landlord has not Substantially Completed the Landlord Work by May 31or Tenant Work or both be Substantially Complete as an element of determining when the Delivery Date or Commencement Date occurs, 2015 (the “Outside Completion Date”), Tenant then such work shall be entitled deemed Substantially Complete if the delay in achieving actual Substantial Completion shall be due to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning any Tenant Delay and/or default on the Outside Completion Date part of Tenant. In the event of any dispute as to whether the applicable work is Substantially Complete, the decision of Landlord's architect shall be final and ending binding on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. parties. (b) Notwithstanding any of the foregoing provisions of this Section 3.3 to the contrary, if Landlord has not Substantially Completed tendered possession of the Landlord Work Premises on or before the Sunset Date (defined below), then, as Tenant’s 's sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Date.new

Failure to Deliver Possession. If Landlord shall be unable to give possession of the Premises on are not delivered to Tenant by the Projected Delivery Commencement Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to liable for any liability for the failure to give possession on said date. Under such circumstancesclaims, damages or liabilities by operation of Section 2.2 abovereason thereof, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall nor affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary, if Landlord has not Substantially Completed is unable to deliver the Landlord Work Premises by May 31, 2015 the date (the “Outside Completion Delivery Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following after the Sunset DateCommencement Date (which Outside Delivery Date shall be subject to extension day-for-day for Force Majeure events), then Tenant shall again have such option to terminate this Lease may, at its option, by notice in writing (the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such “Termination Notice”) within thirty (30) day period following days after the initial Sunset Outside Delivery Date if cancel this Lease, in which event Landlord has and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and the Security Deposit, and both parties shall be released from all obligations under this (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not tendered possession received by the end of each such Landlord within said thirty (30) day period, Tenant’s right to cancel this Lease shall terminate. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, The remedy set forth above shall be extended by Tenant’s sole remedy in the number event of days of a delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice in delivering possession of the resulting calendar date which is the Sunset DatePremises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delay.

Failure to Deliver Possession. If Landlord shall be unable (a) the Phase I Premises are not delivered to give possession of the Premises on Tenant by the Projected Delivery Phase I Commencement Date by reason of the following: (i) the holding over or retention of possession of for any tenant, tenants or occupantsreason, or (iib) the Landlord Work, if any, is Phase II Premises are not Substantially Complete, or (iii) delivered to Tenant by the Projected Phase II Commencement Date for any other reason, then Landlord shall not be subject to liable for any liability for the failure to give possession on said date. Under such circumstancesclaims, damages or liabilities by operation of Section 2.2 abovereason thereof, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall nor affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any Landlord and ▇▇▇▇▇▇ acknowledge and agree that the Phase I Premises are vacant as of the foregoing provisions date of this Lease. If the tenant occupying the Phase II Premises (the “Existing Tenant”) does not vacate the Phase II Premises prior to the Projected Phase II Commencement Date (e.g. April 1, 2022), Landlord shall make commercially reasonable efforts to regain legal possession of the Phase II Premises as soon as possible, including pursuing all available remedies at law or in equity to evict such tenant. Landlord represents and warrants to Tenant that (a) pursuant to the express terms of the Existing Tenant’s lease (the “Existing Tenant Lease”), such Existing Tenant Lease is scheduled to expire on June 30, 2022 (the “Existing Tenant Lease Expiration Date”), and (b) the Existing Tenant does not have any rights to remain in or otherwise occupy the Phase II Premises beyond the Existing Tenant Lease Expiration Date. Notwithstanding anything in this Section 2.3 to the contrary, if Landlord has not Substantially Completed fails to deliver the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Phase II Premises to Tenant by the Projected Phase II Commencement Date, then Landlord will credit against the first installments of Monthly Base Rent and Rent Adjustments Deposits first becoming due under this Lease an amount equal to one (1) day of Monthly Base Rent and Rent Adjustments Deposits allocable to the Phase II Premises for each day that delivery is delayed due Tenant Delays and Force Majeure delays, if anybeyond the Projected Phase II Commencement Date. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as The remedy set forth above shall be Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease remedy in the manner described above and such date shall constitute the new Sunset Date; it being the intention event of a delay in delivering possession of the parties that Tenant Phase II Premises to Tenant. In no event shall have Landlord be liable for special or consequential damages as a recurring termination option after each result of any such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Datedelay.

Failure to Deliver Possession. If Landlord shall be is unable to give deliver possession of the Premises to Tenant on or before the Projected Delivery date set forth above as the Commencement Date because work to be performed by reason of Landlord under any Workletter (as hereinafter defined) has not been substantially completed (as that term is defined in the following: (i) the holding over or retention of possession of any tenant, tenants or occupantsWorkletter), or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date account thereof and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall not affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of If Landlord is to perform work in the foregoing provisions Premises pursuant to the contrary, if Landlord has not Substantially Completed the Landlord Work a work letter attached hereto as Exhibit D and by May 31, 2015 this reference made a part hereof (hereinafter referred to as the “Outside Completion DateWorkletter”), Tenant shall be entitled ) and is unable to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery deliver possession of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date set forth above as the Commencement Date because such work has not been substantially completed, the Commencement Date shall be deferred to the date on which such work is thirty substantially completed. In the event, however, that substantial completion of such work has been delayed by reason of the occurrence of one or more acts constituting Tenant Delay or Force Majeure Delay (30as defined in the Workletter), the date of substantial completion thereof shall be deemed to be the date on which such work would have been substantially completed but for such Tenant Delay or Force Majeure Delay. If the Commencement Date is deferred pursuant to this paragraph, the Expiration Date shall be deferred so that the Term will expire on the last day of the calendar month in which the six (6) days following year, four (4) month anniversary of said deferred Commencement Date occurs (or if the Sunset DateCommencement Date occurs on the first day of a month, then the Expiration Date shall be deferred so that the Term will expire on the day preceding the six (6) year, four (4) month anniversary of the Commencement Date). Neither the Commencement Date nor the Expiration Date shall be affected if the Premises are not ready for occupancy because Tenant shall again have such option to terminate this Lease is performing work in the manner described above and such date shall constitute Premises, pursuant to the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On Workletter or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Dateotherwise.

Failure to Deliver Possession. (a) If Landlord shall be Sub-sublandlord is unable or fails to give deliver possession of the Premises either Space on the Projected Delivery Date by reason of the following: applicable Commencement Date, except as provided in this Section 2.2 hereof (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord Sub-sublandlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstancespossession, by operation of Section 2.2 above, (ii) Sub-subtenant waives the Delivery Date and Commencement Date are automatically adjusted and determined in relation right to the date Landlord actually tenders possession of the Premises to Tenant. No recover any damages which may result from such failure to deliver possession on the originally scheduled Projected Delivery Date give possession, and such failure shall in no way affect the validity of this Lease or the obligations of Sub-subtenant hereunder nor shall the Tenant hereunder. Notwithstanding same be construed in any way to extend the Term, (iii) Sub-subtenant shall have no right to rescind this Sub-sublease and Sub-subtenant agrees that the provision of the foregoing provisions this Section 2.2 shall constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law, if Landlord has and (iv) the applicable Commencement Date shall be postponed until the date of notice given to Sub-subtenant stating that such Space is ready for delivery to Sub-subtenant and the conditions set forth in Section 2.1 hereof have been satisfied. (b) Notwithstanding the provisions of Section 2.2(a) hereof, subject to delays due to Force Majeure and Sub-subtenant Delays, in the event possession of Space A is not Substantially Completed delivered to Sub-subtenant on the Landlord Work Space A Commencement Date or that possession of Space B is not delivered to Sub-subtenant on the Space B Commencement Date, in either event in the condition required by May 31this Sub-sublease, 2015 as the sole remedy of Sub-subtenant (but subject to the “Outside Completion Date”provisions of Section 2.2(c) hereof), Tenant then so long as Sub-subtenant shall not be in default hereunder beyond the expiration of all applicable notice and cure periods, Sub-subtenant shall be entitled to a rent abatement following an additional credit against the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) Base Rent payable hereunder with respect to the applicable Space equal to twice the per diem Base Rent applicable thereto for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Premises to Tenant possession is delayed due Tenant Delays and Force Majeure delays, if any. delayed. (c) Notwithstanding any of the foregoing provisions of this Section anything to the contrarycontrary contained herein, if Landlord has in the event that possession of either Space, in the condition required by this Sub-sublease, is not Substantially Completed delivered to Sub-subtenant by the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days 30th day following the Sunset relevant Commencement Date, then Tenant shall again have such option subject to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay delays due to Force Majeure plus the number of days of Tenant Delayand Sub-subtenant Delays, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant then Sub-subtenant may terminate this Sub-sublease upon written notice to Sub-sublandlord at any time prior to the date possession is delivered, in which case neither party shall have any further obligation to the other party hereunder, except that Sub-sublandlord, as liquidated damages, shall pay to Sub-subtenant an amount (the “Termination Payment”) equal to the cost of Sub-subtenant’s Initial Work (as defined in Section 2.3 hereof) and the resulting calendar date which is reasonable, documented legal fees incurred by Sub-subtenant in connection with this Sub-sublease (it being agreed that Sub-subtenant shall not be entitled to any other rights, remedies or damages in connection herewith). Sub-sublandlord shall pay the Sunset DateTermination Payment to Sub-subtenant within sixty (60) days after Sub-subtenant delivers notice to Sub-sublandlord terminating this Sub-sublease.

Failure to Deliver Possession. (a) If Landlord shall be unable to give possession of the Premises on the Projected Delivery Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder; provided however that if the Projected Delivery Date is delayed for thirty (30) days (subject to Tenant Delay and Force Majeure) (“First Abatement Commencement Date”), then and in such event Tenant shall receive one (1) day of abatement of Monthly Base Rent for each day from the First Abatement Commencement Date to the date that the Delivery Date occurs and if the Projected Delivery Date is delayed for ninety (90) days (subject to Tenant Delay and Force Majeure) after the First Abatement Commencement Date (“Second Abatement Commencement Date”), then and in such event Tenant shall receive two (2) days of abatement of Monthly Base Rent for each day from the Second Abatement Commencement Date to the date that the Delivery Date occurs. If Rider 2 or the Workletter requires that any Landlord Work or Tenant Work or both be Substantially Complete as an element of determining when the Delivery Date or Commencement Date occurs, then such work shall be deemed Substantially Complete if the delay in achieving actual Substantial Completion shall be due to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the applicable work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the parties. (b) Notwithstanding any of the foregoing provisions of Subsection (a) above to the contrary, if Landlord has not Substantially Completed the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery tendered possession of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, if Tenant does not elect to receive the rent abatement as provided in Section 2.2(a) above, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date which is the date that is the sixty (60) days following the later to occur of July 1(A) the date the Lease is properly executed and delivered by Tenant and the date all prepaid rental and insurance certificates required under this Lease are delivered to Landlord, 2015, and (B) the Projected Delivery Date and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Date.

Failure to Deliver Possession. If for any reason Landlord shall be unable to give deliver possession of any Additional Space to Tenant on any Anticipated Additional Space Commencement Date, Landlord shall have no liability to Tenant therefore (except as otherwise expressly provided herein) and the Premises on validity of the Projected Delivery Date Lease and this Agreement shall not be impaired (except that no rent, real estate tax payments or other expenses shall be payable by Tenant with respect to such undelivered Additional Space), nor shall the Term be extended, by reason thereof, and Tenant shall accept delivery of such Additional Space when delivered to Tenant, provided that such Additional Space is then vacant, free of personalty and broom-clean. This Paragraph D shall be an express provision to the contrary for purposes of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect. Notwithstanding the foregoing, in the event that any Additional Space Commencement Date shall fail to occur within ninety (90) days of the applicable Anticipated Additional Space Commencement Date, as the same may be accelerated pursuant to Paragraph 3(C) hereof (subject to reasonable extensions for force majeure), Tenant may, upon thirty (30) days’ prior written notice to Landlord (which notice must be given to Landlord, by certified mail return receipt requested, to the attention of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and which must state, in bold-faced capital letters, the following: “LANDLORD’S FAILURE TO DELIVER POSSESSION OF THE ADDITIONAL SPACE KNOWN AS SUITE WITHIN THIRTY (i30) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary, if Landlord has not Substantially Completed the Landlord Work by May 31, 2015 (the “Outside Completion DateDAYS OF THE DATE HEREOF SHALL RESULT IN THE TERMINATION OF THE LEASE WITH RESPECT TO SUCH ADDITIONAL SPACE.”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option seek to terminate this Lease exercisable by giving written notice with respect to such Additional Space only, and if Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each failed to cause the Additional Space Commencement Date to occur with respect to such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by Additional Space prior to the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015Lease shall terminate with respect to such Additional Space only, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), Minimum Rent and each such Sunset Date, as applicable, Tenant’s Share shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Dateappropriately adjusted.

Failure to Deliver Possession. If In the event Tenant does not deliver the Demised Premises to Landlord shall be unable to give possession on the date of expiration of the Premises on the Projected Delivery Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity term of this Lease or the obligations any extension period thereof, or upon termination, as applicable, Tenant shall, by virtue of this section of the Lease, become a Tenant hereunder. Notwithstanding any by the month and hereby agrees to pay to Landlord (i) a Monthly Rent equal to 125% of the foregoing provisions Monthly Rent in effect during the last month of the term of this Lease as it may have been extended, plus (ii) all additional rent due under the Lease. The month-to-month tenancy shall commence with the first day after the expiration of the term of this Lease. Tenant as a month-to-month Tenant shall continue to be subject to all of the contrary, if conditions and covenants of this Lease as modified by this section of the Lease. Tenant shall give to Landlord has not Substantially Completed at least thirty (30) days written notice of any intention to quit the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Demised Premises. Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following written notice to quit the Sunset DateDemised Premises, then except in the event of nonpayment, in advance, of the modified Monthly Rent, in which event Tenant shall again have such option not be entitled to terminate this Lease in any notice to quit, the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such usual thirty (30) day period following days notice to quit being expressly waived. Notwithstanding the initial Sunset Date if Landlord has not tendered possession by previous paragraph, in the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals event Tenant holds over after the initial Sunset Date), and each such Sunset Dateexpiration of the term of the Lease or extension period thereof, as applicable, shall be extended by the number of days of delay due and Landlord desires to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice regain possession of the resulting calendar date Demised Premises promptly at the expiration of the Term, then at any time prior to Landlord’s acceptance of modified Monthly Rent from Tenant as a month-to-month Tenant hereunder, Landlord, at its option, may forthwith re-enter and take possession of the Demised Premises, or by any legal process in force in the jurisdiction in which the Demised Premises is the Sunset Datelocated.

Failure to Deliver Possession. If Landlord shall be unable to give possession of the Premises on are not delivered to Tenant in the Delivery Condition by the Projected Delivery Commencement Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to liable for any liability for the failure to give possession on said date. Under such circumstancesclaims, damages or liabilities by operation of Section 2.2 abovereason thereof, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall nor affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary, if Landlord has the Premises are not Substantially Completed delivered to Tenant in the Landlord Work Delivery Condition by May 31, 2015 the date (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the ) that is sixty (60) days after Projected Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the which Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Premises subject to Tenant is delayed due Tenant Delays and extension day-for-day for Force Majeure delaysevents (not to exceed ninety (90) days) and for Tenant Delays), if any. Notwithstanding any Landlord will credit against the first installments of the foregoing provisions Monthly Base Rent and Rent Adjustments Deposits first becoming due under this Lease an amount equal to one (1) day of this Section to the contrary, if Landlord has not Substantially Completed Monthly Base Rent and Rent Adjustments Deposits for each day that Substantial Completion of the Landlord Work on or before is delayed beyond the Sunset Outside Date. In addition, if the Premises are not delivered to Tenant in the Delivery Condition by the date that is one hundred eighty (180) days after the Projected Commencement Date (defined belowwhich date shall be subject to extension day-for-day for Force Majeure events (not to exceed ninety (90) days and for Tenant Delays), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option right to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset DateLease, which termination shall be effective upon Landlord’s receipt of such notice. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant The remedy set forth above shall again have such option to terminate this Lease be Tenant’s sole remedy in the manner described above and event of a delay in delivering the Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Datedelay.

Failure to Deliver Possession. (a) If Landlord shall be unable to give possession of the Premises in the condition required by Section 1 of the Workletter on the Projected Delivery Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reasonreason beyond the reasonable control of Landlord, then Landlord shall not be subject to any liability for the failure to give possession on said datedate so long as Landlord has used and continues to use reasonable efforts to deliver possession to Tenant as soon as possible. Under such circumstances, by operation of Section 2.2 abovethe definitions thereof, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. . (b) Notwithstanding any of the foregoing provisions of Subsection (a) above to the contrary, if Landlord has not Substantially Completed the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery tendered possession of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July shall mean December 1, 2015, 2017 and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Date.

Failure to Deliver Possession. If Landlord shall be unable (a) the Phase I Premises are not delivered to give possession of the Premises on Tenant by the Projected Delivery Phase I Commencement Date by reason of the following: (i) the holding over or retention of possession of for any tenant, tenants or occupantsreason, or (iib) the Landlord Work, if any, is Phase II Premises are not Substantially Complete, or (iii) delivered to Tenant by 00056263.8 12 the Projected Phase II Commencement Date for any other reason, then Landlord shall not be subject to liable for any liability for the failure to give possession on said date. Under such circumstancesclaims, damages or liabilities by operation of Section 2.2 abovereason thereof, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall nor affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any Landlord and ▇▇▇▇▇▇ acknowledge and agree that the Phase I Premises are vacant as of the foregoing provisions date of this Lease. If the tenant occupying the Phase II Premises (the “Existing Tenant”) does not vacate the Phase II Premises prior to the Projected Phase II Commencement Date (e.g. April 1, 2022), Landlord shall make commercially reasonable efforts to regain legal possession of the Phase II Premises as soon as possible, including pursuing all available remedies at law or in equity to evict such tenant. Landlord represents and warrants to Tenant that (a) pursuant to the express terms of the Existing Tenant’s lease (the “Existing Tenant Lease”), such Existing Tenant Lease is scheduled to expire on June 30, 2022 (the “Existing Tenant Lease Expiration Date”), and (b) the Existing Tenant does not have any rights to remain in or otherwise occupy the Phase II Premises beyond the Existing Tenant Lease Expiration Date. Notwithstanding anything in this Section 2.3 to the contrary, if Landlord has not Substantially Completed fails to deliver the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Phase II Premises to Tenant by the Projected Phase II Commencement Date, then Landlord will credit against the first installments of Monthly Base Rent and Rent Adjustments Deposits first becoming due under this Lease an amount equal to one (1) day of Monthly Base Rent and Rent Adjustments Deposits allocable to the Phase II Premises for each day that delivery is delayed due Tenant Delays and Force Majeure delays, if anybeyond the Projected Phase II Commencement Date. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as The remedy set forth above shall be Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease remedy in the manner described above and such date shall constitute the new Sunset Date; it being the intention event of a delay in delivering possession of the parties that Tenant Phase II Premises to Tenant. In no event shall have Landlord be liable for special or consequential damages as a recurring termination option after each result of any such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Datedelay.

Failure to Deliver Possession. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Scheduled Commencement Date, then (a) the validity of this Lease and the obligations of Tenant under this Lease shall not be unable affected by any such delay in delivery, nor shall any such delay result in any extension of the Expiration Date, and (b) Tenant shall have no claim against Landlord arising out of Landlord’s failure to give deliver possession of the Premises on the Projected Delivery Date by reason Scheduled Commencement Date. Notwithstanding the foregoing, the parties agree and acknowledge that Tenant initially intends to occupy approximately 217,000 square feet of Rentable Area consisting of the following: ground floor of Building 25 and the basement, ground floor and second floor of Building 26 (i) collectively, the holding over “Initial Space”), and in the event Landlord does not deliver the Initial Space by October 1, 2009, Tenant may terminate this Lease by written notice to Landlord delivered no later than October 31, 2009, whereupon any consideration paid to Landlord by Tenant shall be returned to Tenant, and thereafter the parties shall have no further rights or retention of possession obligations under this Lease. In the event of any tenant, tenants or occupants, or (ii) delay in the delivery of the Initial Space caused by Landlord Work, if any, is that does not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for result in the failure to give possession on said date. Under such circumstances, by operation termination of Section 2.2 abovethis Lease, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity Term of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary, if Landlord has not Substantially Completed the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed reduced by the number of days delivery is delayed, the Commencement Date shall be the date of actual delivery of possession of the Initial Space and the Expiration Date shall not be changed or extended. In such event, Tenant shall retain the benefit of the full Free Rent Period described in Article 1, but the Base Rent for the remainder of the Term shall be modified so that Landlord’s each day of delay in the commencement of this Lease shall result in a one-day reduction in the Initial Base Rent Period. By way of example only, if there is a five (5) day delay in the delivery of the Premises to Tenant Initial Space, and the Commencement Date is delayed due Tenant Delays and Force Majeure delaysAugust 6, if any2009, the Free Rent Period will run from August 6, 2009 through February 5, 2011, but the Initial Rent Period will remain in effect only through January 31, 2013. Notwithstanding No extension of free rent or termination right shall result from any delay in the delivery of the foregoing provisions of this Section to remaining space on the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset DatePremises.