Common use of DELAY IN POSSESSION Clause in Contracts

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

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

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

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date set forth in Item 4 of the Basic Lease Provisions, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts Tenant for any resulting loss or damage. However, Tenant shall not be liable for any rent until the Commencement Date occurs as provided in Section 3.1 above, except that if Landlord’s failure to substantially complete Landlord's all work required of Landlord pursuant to Section 3.1(i) above is attributable to any action or inaction by Tenant (including without limitation any “Tenant Delay” as defined in the Work Letter attached to this Lease), then the Premises shall be deemed ready for occupancy, and Landlord shall be entitled to full performance by Tenant (including the payment of rent), as of the date Landlord would have been able to substantially complete such work and deliver the Premises to Tenant but for Tenant’s delay(s). Notwithstanding anything to the contrary contained in this Section 3.2, if for any reason other than “Tenant Delays” (as defined in the Workletter) promptlyWork Letter attached hereto), diligently and within or other matters beyond Landlord’s reasonable control, the respective actual Commencement Date has not occurred by the date that is 60 days following the Estimated Commencement Date (the “Outside Date”), then Tenant may, by written notice to Landlord given at any time periods set forth in thereafter but prior to the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by actual occurrence of the Commencement Date, elect to terminate this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter)Lease; provided, however, that if the Commencement Date occurs within 10 days after delivery to Landlord shall not be liable for any damages caused by any delay in the completion of such workTenant’s termination notice, nor shall any such delay affect the validity of this Lease or shall continue in full force and effect. If the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) Commencement Date has not occurred within 10 days after the date specified for structural completion of delivery of Tenant’s termination notice, then this Lease shall terminate as of the 10th day after delivery of the termination notice, and Landlord shall promptly return to such Phase I Building in Tenant any prepaid rent and/or Security Deposit delivered to Landlord. Notwithstanding the applicable Estimated Construction Schedule attached hereto as Exhibit Dforegoing, Tenant if at any time during the construction period, Landlord reasonably believes that the Commencement Date will not occur on or before the Outside Date, Landlord shall have the right to notify Tenant in writing of such fact and of a new Outside Date on or before which the Commencement Date will occur (the “New Outside Date”), and Tenant must elect within 10 days of delivery of such notice to either terminate this Lease without further liability hereunder by written notice delivered or waive its right to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of terminate this Lease (provided the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date Commencement Date does occur on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of New Outside Date established by Landlord in such termination for designnotice to Tenant), space planning, architectural, engineering and construction management services in connection with Tenant’s failure to elect to terminate this Lease and the Workletter, which reimbursement within such 10 day period shall be paid deemed Tenant’s waiver of its right to terminate this Lease as provided in this paragraph as to the original Outside Date, but not as to the New Outside Date established by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedsaid notice.

DELAY IN POSSESSION. Nxxxxxxxxanding the Assignment Date set forth above, if for any reason Assignor cannot deliver possession of the Premises to the Assignee on said date for any reason other than a delay caused by Assignee or a delay in the receipt of the Landlord's consent hereto, such "Assignor Delay" shall not affect the validity of this Assignment, but in such case, the Assignment Date shall be delayed, Assignee's obligations hereunder shall not accrue, and Assignor's obligations under the Lease shall continue to accrue until the earlier of the following events: (a) one (1) business day after Assignor delivers written notice to Assignee that the Premises can be delivered to Assignee 'm the physical condition required under this Assignment clean and free of any assignees or occupants (other than Assignee) and any personal property of Assignor and any prior assignee or occupant of the Premises (except for Assignor's Personal Property); or (b) that date upon which Assignee occupies the Premises for any Permitted Use other than construction of Assignee's initial tenant improvements approved by Assignor and Landlord or pre-construction activities associated therewith. Notwithstanding the foregoing, Assignor hereby agrees to use its best reasonable efforts to complete Landlordvacate the majority of the Premises (with the exception of those certain offices currently occupied by Assignor's Work accounting and administrative staff) no later than May 8, 1998. The Assignor shall deliver the entire Premises to Assignee within two (as defined 2) days following completion of the FY 1997-98 audit of Assignor, but no later than June 8, 1998. If the Assignor is unable to deliver the entire Premises to Assignee on or before June 8, 1998 in the Workletter) promptly, diligently and within the respective time periods condition set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this referencesolely because of any Assignor Delay, Assignor will pay to Assignee, as such schedules may be modified from time to time by mutual written agreement of Landlord liquidated damages (which Assignee and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined Assignor agree fairly reflect Assignee's damages for delays in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by Premises beyond the date which is one hundred twenty anticipated Assignment Date), Two Thousand Dollars (120$2,000.00) days after for each calendar day that Assignor so delays in delivering the date specified for structural completion as Premises to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of Assignee. If possession of the completed structural portions of the Building Shell for such Phase I Building Premises is not delivered to Tenant; providedAssignee by June 15, however1998, that the applicable date on Assignee may, at its option, by notice in writing to Assignor (which Tenant's termination right becomes exercisable pursuant to this sentence shall be extendeddelivered no later than June 25, day for day1998), for a period equal to cancel this Assignment, in which event the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement parties shall be discharged from all obligations hereunder; and any funds paid by Landlord either party shall be returned to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursementparty, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedincluding commissions.

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

DELAY IN POSSESSION. Landlord agrees to shall use its best commercially reasonable efforts in accordance with its normal and customary construction practices to complete Landlord's Work (cause the Tenant Improvements to be constructed as soon as reasonably possible subject to Tenant Delays as defined in Exhibit X and force majeure delays described in Section 20.9. If Landlord is unable to deliver possession of the WorkletterPremises to Tenant with the Tenant Improvements substantially completed and with occupancy permits obtained therefor as more particularly provided in Section 3.1(b) promptlyabove by the date provided in Section 3.1(c) above due either to: (i) matters described in Section 20.9 of this Lease, diligently and within or (ii) Landlord’s inability to recover possession of the respective time periods set forth Premises from the tenant in possession as of the date of this Lease (the “Tenant in Possession”) by November 1, 2007, then this Lease shall not be void or voidable except as provided below in this Section 3.2 nor shall Landlord be liable to Tenant for any resulting loss or damage except as expressly provided in Section 3.3 below, but the Commencement Date shall not occur, in such event, until the earlier to occur of those dates described in Section 3.1(a) or 3.1(b) above, except that if Landlord cannot tender possession of the Premises in accordance with the provisions of Section 3.1(b) above due to any action or inaction of Tenant (including without limitation any Tenant Delay described in the respective estimated construction schedules Work Letter attached hereto as Exhibit D and incorporated herein to this Lease), then the Commencement Date shall for purposes of Section 3.1(b), be deemed advanced by this reference, as such schedules may be modified from time the collective number of days of delay caused by Tenant. Tenant hereby agrees that Ground Lessor shall have no liability to time by mutual written agreement of Landlord and Tenant, and subject that Tenant holds Ground Lessor free and harmless, on account of any delay. If Landlord has not recovered possession of the Premises from the Tenant in Possession by November 15, 2007, then Tenant may terminate this Lease on written notice to any Landlord given prior to November 30, 2007 whereupon this Lease will terminate unless Landlord recovers possession of the Premises by December 10, 2007. If Landlord does not complete the construction of the Tenant Improvements by October 15, 2008 as extended by Tenant Delays and Unavoidable Delays by force majeure occurrences as described in Section 20.9 (as respectively defined in the Workletterbut not beyond October 15, 2009 except that such date will be extended for Tenant Delays); provided, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of then Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to may terminate this Lease without further liability hereunder by on written notice delivered given to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for within sixty (60) days following October 15, 2008 as such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall may be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requested.

DELAY IN POSSESSION. Landlord agrees to use its best reasonable efforts to complete Landlord's Work (as defined its portion of the work described in Section 5.1 and the Workletter) Workletter promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules Estimated Construction Schedule attached hereto as Exhibit D and incorporated herein by this reference, as such schedules schedule may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to the effects of any delays caused by or attributable to Tenant Delays and Unavoidable Delays or any other circumstances beyond Landlord's reasonable control (as respectively defined in the Workletterexcluding financial inability); provided, however, that except to the extent caused by a material default by Landlord with respect to its obligations set forth in this Lease (including, but not limited to, its obligations set forth in this Section 2.3, in Section 5.1 and in the Workletter), Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision provisions of this Section 2.3, however, unless if Landlord delivers a fails to deliver the Structural Completion Certificate for at least one of the two Phase I Buildings and tenders tender possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one two hundred twenty ten (120210) days after March 29, 2002 (that being the date specified for structural completion as to such the Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D), then Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a the Structural Completion Certificate for at least one Phase I Building of the two Buildings and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I applicable Building Shells Shell that are caused by any Unavoidable Delays acts of God, action or inaction of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain supplies, materials, fuels or permits, delays of contractors or subcontractors, Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor , or other causes or contingencies beyond the reasonable control of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedexcluding financial inability).

DELAY IN POSSESSION. If the Premises shall, on the scheduled date of commencement of the Term, not be ready for occupancy by the Tenant due to the possession or occupancy thereof by any person not lawfully entitled thereto, or because construction has not yet been completed, or by reason of any building operations, repair or remodeling to be done by Landlord, Landlord agrees to shall use its best reasonable efforts due diligence to complete such construction, building operations, repair or remodeling and to deliver possession of the Premises to Tenant. The Landlord's Work (as defined in the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this referenceusing such due diligence, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for failure to obtain possession of the Premises for Tenant or to timely complete such construction, building operations, repair or remodeling, and the rental and other charges payable by Tenant hereunder shall be abated until the Premises shall, on Landlord's part, be ready for occupancy by Tenant, this Lease remaining in all other respects in full force and effect. Notwithstanding the foregoing, if the Project and the Premises and all of Landlord's work required to complete the same (a) for Tenant's installation and move-in under Section 8.3 are not completed on or before February 7, 1998 or (b) for Tenant's occupancy are not substantially complete, and the Term has not commenced, on or before February 28, 1998, then in each case Landlord shall bear all costs and expenses, including holdover costs (whether negotiated or by provision of the lease) and damages, of Tenant's continued occupancy at its present locations, and/or if Tenant is required to vacate any of the same, all costs and damages caused by resulting therefrom, including costs of additional moves, to the extent the same (including any delay which are a consequence of (even though they relate to periods following) Tenant's holdover or lease following such vacating), in the aggregate, are in excess of the Base Rent and Additional Rent that would have been in effect under this Lease for the period from and after such date to the day preceding the commencement date of the Term of this Lease. In addition to the continued obligation of Landlord under (a) and (b) above through the date of commencement or termination of this Lease, if the Project (including the Common Area improvements) and the Premises are not substantially complete and ready for Tenant's occupancy and the Term has not commenced on or before May 30, 1998 (and regardless of whether such delay is permitted under Section 31), Tenant may terminate this Lease at any time thereafter and prior to substantial completion of the such work, nor shall any work and commencement of the Term of this Lease. No such delay affect the validity termination of this Lease or the shall release Landlord of any liability for default in its obligation to construct and complete such work in accordance with this Lease, including Landlord's obligations of Tenant hereunder. Notwithstanding any other provision of under this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requested16.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord's Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in rent and the completion of such work, nor Commencement Date shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless not occur until Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions the Premises in accordance with Section 3.1(b) above, except that if Landlord cannot so tender possession of the Building Shell Premises on or before the Estimated Commencement Date due to any action or inaction of Tenant (including without limitation any Tenant Delay described in the Work Letter, if any, attached to this Lease), then the Commencement Date shall be deemed to have occurred and Landlord shall be entitled to full performance by Tenant (including the payment of rent) from the date Landlord would have been able to deliver the Premises to Tenant but for such Building that must be completed Tenant’s action or inaction, including without limitation any Tenant Delay described in the attached Work Letter, if any. Notwithstanding anything to the contrary contained in this Section 3.2, if for any reason other than “Tenant Delays” (as a condition of delivery of defined in the Structural Completion Certificate Work Letter attached hereto), or other matters beyond Landlord’s reasonable control, the actual Commencement Date has not occurred by the date which that is one hundred twenty (120) days after following the Estimated Commencement Date, then Tenant may, by written notice to Landlord given at any time thereafter but prior to the actual occurrence of the Commencement Date, elect to terminate this Lease. Notwithstanding the foregoing, if at any time during the construction period of the Tenant Improvements Work, Landlord reasonably believes that the Commencement Date will not occur on or before one hundred twenty (120) days following the Estimated Commencement Date, Landlord may notify Tenant in writing of such fact and of a new outside date specified for structural completion as on or before which the Commencement Date will occur, and Tenant must elect within ten (10) days of receipt of such notice to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the either terminate this Lease or waive its right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of provided the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date Commencement Date occurs on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the new outside date of established by Landlord in such termination for design, space planning, architectural, engineering and construction management services in connection with notice to Tenant. Tenant’s failure to elect to terminate this Lease and the Workletter, which reimbursement within such ten (10) day period shall be paid deemed Tenant’s waiver of its right to terminate this Lease as provided in this paragraph as to the previous outside date, but not as to the new outside date established by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedsaid notice.

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

DELAY IN POSSESSION. Landlord agrees to use its best reasonable efforts to complete Landlord's Work (as defined its portion of the work described in Section 5.1 and the Workletter) Workletter promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules Estimated Construction Schedule attached hereto as Exhibit EXHIBIT D and incorporated herein by this reference, as such schedules schedule may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to the effects of any delays caused by or attributable to Tenant Delays and Unavoidable Delays or any other circumstances beyond Landlord's reasonable control (as respectively defined in the Workletterexcluding financial inability); providedPROVIDED, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision provisions of this Section 2.3, however: (a) In recognition of the fact that Tenant's sublease of the space presently occupied by Tenant at 000X Xxxxxxx Xxxxxxxxx, unless Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx ("TENANT'S EXISTING PREMISES") is scheduled to terminate on March 31, 2003, Landlord delivers a agrees that if Landlord fails to deliver the Structural Completion Certificate for at least one of the two Phase I Buildings and tenders tender possession of those completed structural portions of the Building Shell for such the Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after May 31, 2002 (the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit EXHIBIT D), then Landlord shall reimburse Tenant, in accordance with the provisions of this paragraph and subject to the limitations set forth herein, for an amount equal to [***] of Tenant's Excess Occupancy Costs; PROVIDED, however, that the above-referenced 120-day period shall be extended (and the possible triggering of Landlord's reimbursement obligation shall therefore be deferred), day for day, for a period equal to the length of any delays in Landlord's design and construction of the Building Shell that are caused by acts of God, action or inaction of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain supplies, materials, fuels or permits, delays of contractors or subcontractors, Tenant Delays (as defined in the Workletter), or other causes or contingencies beyond the reasonable control of Landlord (excluding financial inability). For purposes of this paragraph, "TENANT'S EXCESS OCCUPANCY COSTS" shall mean the amount (if any) by which the monthly gross rental expenses (including, but not limited to, basic rent, holdover rent, expense passthroughs and other forms of additional rent) reasonably incurred by Tenant for space occupied by Tenant for the conduct of Tenant's business after March 31, 2003 (which space may consist of either Tenant's Existing Premises if Tenant is able to continue to occupy them on a holdover basis, or any substitute space taken by Tenant on a temporary basis if Tenant is forced to vacate Tenant's Existing Premises prior to the time Tenant is able to occupy the Building hereunder) EXCEED Tenant's monthly gross rental expenses for Tenant's Existing Premises immediately prior to the expiration of Tenant's sublease thereof. During any period when Landlord's reimbursement obligation under this paragraph is in effect, Tenant shall provide Landlord with a written calculation of Tenant's Excess Occupancy Costs (including any supporting information reasonably requested by Landlord to evidence or confirm the various expenses on which such calculation is based) on a monthly basis and Landlord shall pay Tenant the amount properly due under each such statement within fifteen (15) days after Landlord's receipt of the statement and related supporting information. Landlord's reimbursement obligation under this paragraph shall in all events terminate upon the earlier to occur of (i) thirty (30) days after the Rent Commencement Date hereunder or (ii) Tenant's exercise of its termination right under Section 2.3(b) hereof, if such right becomes exercisable in accordance with its terms and is in fact exercised by Tenant. (b) If Landlord fails to deliver the Structural Completion Certificate and tender possession of those completed structural portions of the Building Shell for the Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred eighty (180) days after May 31, 2002 (the date specified for structural completion in the Estimated Construction Schedule attached hereto as EXHIBIT D), then Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a the Structural Completion Certificate for at least one Phase I the Building and tender of possession of the completed structural portions of the Building Shell to Tenant and Landlord shall return to Tenant (i) all unexercised warrants given to Landlord by Tenant pursuant to Section 4.1, (ii) to the extent any of the warrants given to Landlord by Tenant pursuant to Section 4.1 have been exercised prior to such termination, an amount equal to the excess (if any) of the aggregate fair market value of the shares acquired by Landlord pursuant to such exercise, measured on the date of Landlord's exercise of such warrants, over the aggregate exercise price for such Phase I Building exercised warrants, and (iii) any amounts prepaid by Tenant to TenantLandlord pursuant to this Lease (including, but not limited to, any prepaid Rent and the Security Deposit); providedPROVIDED, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period [***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells Shell that are caused by any Unavoidable Delays acts of God, action or inaction of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain supplies, materials, fuels or permits, delays of contractors or subcontractors, Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor , or other causes or contingencies beyond the reasonable control of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedexcluding financial inability).

DELAY IN POSSESSION. Landlord Lessor agrees to use its best commercially reasonable efforts to complete Landlord's Work (as defined in deliver possession of Premises to Lessee by the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord Commencement Date. Lessee shall not be liable for any damages caused by any delay in obligated to pay rent or perform its other duties and obligations until possession is delivered. In light of the completion of such work, nor shall any such delay affect fact that the validity original Commencement Date of this Lease or was estimated to by July 1, 2000 and Lessor was not able to meet this date within a reasonable time period, Lessor hereby agrees to bear the obligations cost of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate Lessee's holdover rent penalty for at least one Lessee's current facility until such time as the conditions of the two Phase I Buildings and tenders possession of those completed structural portions above Paragraph 50 - Lease Commencement Date are fulfilled. The estimated cost of the Building Shell holdover rent penalty are approximately $4,158.00 per month commencing August 1, 2000. Lessor shall pay lessee the holdover penalty amount three (3) business days in advance of the first day of each month commencing August 1, 2000 to allow Lessee adequate time to reissue a check to their existing Landlord for such Building that must said holdover rent penalty. Accordingly, if this holdover rent penalty is not received by Lessee from Lessor when it id due, then the provisions of Paragraph 13.4 and 13.5 which are "Late Charges" and "Interest" respectively of the Standard Industrial/Commercial Single-Tenant Lease-Net dated June 7, 1999 shall apply to the Lessor. Lessor shall also be completed responsible for any costs Lessee shall incur, as a condition result of delivery eviction proceedings legal cost, etc., that may be incurred by Lessee due to their holding over in their current facility beyond July 31, 2000. Any such costs incurred shall be reimbursed by Lessor to Lessee in a timely manner upon Lessee providing Lessor written documentation of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant costs. Lessor shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) day grace period from January 1, 2001, the Commencement Date, to complete the premises without penalty. At the end of said grace period, Lessor shall pay Lessee $500.00 per calendar day for each extra day of construction and non-completion past the thirty (30) day grace period. Such penalty does not apply to days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied delay caused by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount acts or omissions of the fees and costs for which such reimbursement is requested.Lessee. LESSOR: LESSEE: Capellino/Gallxxxx Sierra Precision, Inc. ------------------------------------ ------------------------------------ Richxxx X. Xxxexxxxx Xxxxxx X. Bxxx - Xresident ------------------------------------ ------------------------------------ Date Date ------------------------------------

DELAY IN POSSESSION. Landlord agrees to use its best reasonable efforts to complete Landlord's Work (as defined the work described in the Workletter) Section 5.1 and Exhibit C promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules schedule attached hereto as Exhibit D and incorporated herein by this reference, as such schedules schedule may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to the effects of any delays caused by or attributable to Tenant Delays and Unavoidable Delays or any other circumstances beyond Landlord's reasonable control (as respectively defined in the Workletterexcluding any financial inability); provided, however, that except to the extent caused by a material default by Landlord of its obligations set forth in this Lease (including, but not limited to, its obligations set forth in this Section 2.3 and in Section 5.1 and Exhibit C), Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision provisions of this Section 2.3, however, unless if Landlord delivers a fails to deliver the Structural Completion Certificate for at least one and tender possession of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must (i.e., those portions required to be completed as a condition of delivery of the Structural Completion Certificate Certificate) to Tenant by the date which is one hundred twenty (120) days [...*...] after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Dof this Lease, then Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a the Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to [...*...] period set forth in this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells Shell that are caused by any Unavoidable Delays or material default by Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor performance of its obligations under this Lease, including (but not limited to) any failure of Tenant to make prompt and is properly exercised timely delivery to Landlord of all information reasonably necessary for Landlord to complete the preparation of all drawings, --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 4 designs and specifications for the Building Shell and/or any failure of Tenant to respond in a prompt and timely manner to any requests by TenantLandlord or its architect for approval of drawings, then Landlord shall reimburse Tenant for all of designs, specifications, changes or other matters requiring Tenant's out-of-pocket fees and costs incurred prior to review or approval under the date provisions of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requested.Exhibit C.

DELAY IN POSSESSION. The parties have anticipated that the Tenant Improvements will be Substantially Completed by December 8, 1995, the Estimated Commencement Date, which would afford Tenant sufficient time to move into the Leased Premises on or before January 1, 1996. If the Commencement Date does not occur by December 8, 1995, then Tenant may not be able to complete the move into the Leased Premises by January 1, 1996 and would therefore incur the obligation to pay higher rent at a holdover rate in its existing lease of space that Tenant will vacate to occupy the Leased Premises (the "Existing Lease"). According, if the Commencement Date does not occur by December 8, 1995, except as a result of a Tenant Delay or a Force Majeure Delay (hereinafter described), then commencing on December 9, 1994 until the Commencement Date occurs, Landlord agrees to use pay to Tenant a fee (the "Holdover Payment") to offset the additional rent Tenant will be obligated to pay at the holdover rate under its best reasonable efforts Existing Lease. The Holdover Payment shall equal $500.00 for the first day commencing on December 9, 1995 and increase by $100.00 a day thereafter until the daily Holdover Payment is equal to complete Landlord's Work (as defined $1,800.00, at which time there shall be no further increase in the Workletter) promptlydaily Holdover Payment. Notwithstanding the foregoing, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable responsible for any damages caused by any paying the Holdover Payment if the landlord under the Existing Lease does not charge rent at the holdover rate under the Existing Lease. Under no circumstances shall Landlord be responsible for making a Holdover Payment if the delay in the completion Commencement Date is due to a Tenant Delay or a Force Majeure Delay. Any Holdover Payment for a partial month shall be prorated on a daily basis. Landlord shall pay its Holdover Payment promptly after receipt of such work, nor shall any such delay affect the validity written evidence of this Lease or the obligations payment by Tenant of Tenant hereunderits monthly holdover rent under Tenant's Existing Lease. Notwithstanding any other provision the foregoing, in no event shall the aggregate amount of this Section 2.3Holdover Payments exceed the lesser of (a) $50,000.00 per month, however, unless Landlord delivers a Structural Completion Certificate for at least one or (b) fifty percent (50%) of the two Phase I Buildings and tenders possession of those completed structural portions of daily holdover rent paid by Tenant to the Building Shell for such Building that must be completed as landlord under its Existing Lease. The term "Force Majeure Delay" shall mean any delay, other than a condition of delivery of Tenant Delay, by Landlord in completing the Structural Completion Certificate Tenant Improvements by the date which is one hundred twenty Estimated Commencement Date by reason of governmental preemption of priorities or other controls in connection with a national or other public emergency, or fire, earthquake, or other casualty, riots or other civil commotion, strikes, labor trouble (120provided Landlord has engaged a licensed and experienced contractor to construct the Tenant Improvements) days after or shortages of material (provided Landlord has ordered the date specified for structural completion as materials within the time period a licensed and experienced contractor would have ordered the materials to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building commence and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and Substanitally Complete construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (Improvements in light of the estimated schedule to commence and complete the Tenant Improvements as respectively defined provided in the WorkletterLease). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to or causes beyond the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount control of the fees and costs for which such reimbursement is requestedLandlord, but excluding any financial exigency of Landlord.

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

DELAY IN POSSESSION. Landlord Lessor agrees to use its best commercially reasonable and diligent efforts to complete Landlordobtain a conditional use permit for warehouse and distribution use of the (i) Lessee shall diligently seek to obtain the conditional use permit and Lessor shall fully cooperate with Lessee's Work (as defined in the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenantefforts, and subject to any Tenant Delays (ii) this Lease shall terminate on July 31, 2000 if the governmental agencies having jurisdiction over this site have not issued the conditional use permit for warehouse and Unavoidable Delays (as respectively defined in distribution use of the Workletter); providedPremises. If the conditional use permit is not issued on or before April 30, however2000, that Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity then all provisions of this Lease or relating to the obligations date that Lessor will provide the Premises to Lessee shall be adjusted to reflect the days of Tenant hereunderdelay between April 30, 2000 and the date the conditional use permit is actually issued. Notwithstanding any other provision the foregoing, if such governmental agencies approve the conditional use permit for warehouse and distribution use, Lessee may within ten (10) days of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one such approval seek confirmation that Lessee's planned use of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed Premises as a condition HomeGrocer facility (but excluding sale of delivery of alcoholic beverages) fits within the Structural Completion Certificate uses permitted by the date which conditional use permit. If Lessee timely requests confirmation that the conditional use permit will allow such use by Lessee and confirmation of same is one hundred twenty (120) not received by Lessee within 45 days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Drequest is made, Tenant then Lessee shall have the right to terminate this Lease without further liability hereunder by giving Lessor written notice delivered of such termination no later than the first to Landlord at any time prior occur of five (5) days after said 45 day period, or July 31, 2000, which termination shall be effective upon Lessor's receipt of such notice. If this Lease is not terminated pursuant to Landlord's delivery the foregoing provisions of a Structural Completion Certificate for at least one Phase I Building this Section 3.3, Lessor agrees to use its commercially reasonable and tender of possession diligent efforts to complete construction and deliver the Premises to Lessee in the condition described in the Work Letter on or before the date that is ten (10) months after the later of the completed structural portions date the conditional use permit is issued, and if requested, approval of Lessee's planned use is confirmed. If, despite said efforts, Lessor is unable to deliver the Building Shell for Premises as agreed, Lessor shall not be subject to any liability therefor, nor shall such Phase I Building to Tenant; providedfailure affect the validity of this Lease. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessee receives the Premises including the Building all completed as required herein. If possession is not delivered as required, subject to extension of the delivery date for Force Majeure delays, Lessee may elect to terminate this Lease within ten (10) days after the last date that the applicable date on which Tenant's termination right becomes exercisable pursuant Premises were required to be delivered. If Lessee so terminates this sentence Lease, the Parties shall be extended, day discharged from all obligations hereunder; provided however that Lessor shall be obligated to reimburse Lessee for day, out of pocket costs incurred by Lessee with respect to costs of design of the interior of the Premises and for a period equal to the length of any delays in Landlord's design obtaining all requisite building and other permits for construction of the respective Phase I Building Shells tenant improvements that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedLessee would have constructed therein.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before January 1, 2011, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord's Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in rent until the completion of such work, nor shall any such delay affect the validity Commencement Date of this Lease has occurred as provided in Section 3.1 above, exert that if Landlord cannot so tender possession of the Premises due to any action or the obligations inaction of Tenant hereunder(including without limitation any “Tenant Delay” described in the Work Letter attached to this Lease), then the Commencement Date shall be deemed to have occurred on the date Landlord would have been able to deliver the Premises to Tenant but for Tenant’s action or inaction, including without limitation any Tenant Delay described in the attached Work Letter, but not sooner than January 1, 2011. Notwithstanding any other provision of anything to the contrary contained in this Section 2.33.2, howeverif for any reason other than “Tenant Delays” (as defined in the Work Letter attached hereto), unless or other matters beyond Landlord’s reasonable control, the actual Commencement Date has not occurred by April 30, 2011, then Tenant may, by written notice to Landlord delivers a Structural Completion Certificate for given at least one any time thereafter but prior to the actual occurrence of the two Phase I Buildings Commencement Date, elect to terminate this Lease. Notwithstanding the foregoing, if at any time during the construction period, Landlord reasonably believes that the Commencement Date will not occur on or before April 30, 2011, Landlord may notify Tenant in writing of such fact and tenders possession of those completed structural portions of a new outside date on or before which the Building Shell for such Building that Commencement Date will occur, and Tenant must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty elect within ten (12010) days after the date specified for structural completion as of receipt of such notice to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the either terminate this Lease or waive its right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of provided the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date Commencement Date occurs on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the new outside date of established by Landlord in such termination for design, space planning, architectural, engineering and construction management services in connection with notice to Tenant. Tenant’s failure to elect to terminate this Lease and the Workletter, which reimbursement within such ten (10) day period shall be paid deemed Tenant’s waiver of its right to terminate this Lease as provided in this paragraph as to the previous outside date, but not as to the new outside date established by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedsaid notice.”

DELAY IN POSSESSION. Landlord agrees to use its best reasonable efforts to complete Landlord's Work (as defined in In the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall event Lessor has not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations received Final Inspection of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate Improvements by the date which is one City of Lake Forest on or before one-hundred twenty (120) days after from the date specified of issuance of the Tenant Improvement building permit, then Lessor shall credit Lessee with one day of free rent for structural completion as to such Phase I Building every day beyond one hundred-twenty (120) days from issuance of said tenant improvement building permit that Final Inspection is not received. This 120-day period shall be extended proportionately by the length of any delay in construction progress caused by Lessee, Lessee's agents, or any other cause not under the applicable Estimated Construction Schedule attached hereto as Exhibit Dreasonable control of Lessor. Should the building not be completed and not be occupiable on or before February 1, Tenant 1998, then Lessee shall have the right to terminate cancel this Lease without with no further liability hereunder by written costs or obligations. CCA /s/ CCA ----------------- ----------------- Lessor's Initials Lessee's Initials "ADDENDUM B" BY AND BETWEEN: XXXX PROPERTIES CORP., A FLORIDA CORPORATION AS LESSOR; AND: AVIATION DISTRIBUTORS, INC., A DELAWARE CORPORATION AS LESSEE TO LEASE DATED: JUNE 9, 1997 ------------------------------------------------------------------------------- 1. No sign, placard, picture, advertisement, name or notice delivered shall be inscribed, displayed or printed affixed on or to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession part of the completed structural portions outside or inside of the Building Shell for without the written consent of Lessor first had and obtained and Lessor shall have the right to remove and destroy any such Phase I Building sign, placard, picture, advertisement, name or notice without notice to Tenantand at the expense of Lessee. All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of Lessee. Lessee shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises; provided, however, that the applicable date Lessor may furnish and install a Building standard window covering at all exterior windows. Lessee shall not without prior written consent of Lessor cause or otherwise install sunscreen on which Tenant's termination right becomes exercisable pursuant to this sentence any window. 2. The sidewalks, halls, passages, exits, entrances, elevators and stairways, driveways, and parking areas shall not be extended, day obstructed by Lessees or used by them for day, any purposes other than for a period equal to the length of ingress and egress from their respective Premises. 3. Lessee shall not alter any delays in Landlord's design and construction lock or install any new or additional locks or bolts on any doors or windows of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such Premises, without prior written consent of Lessor and subsequent delivery of a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior duplicate key to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedLessor.

DELAY IN POSSESSION. Section 3.2 of the Lease is hereby deleted in ------------------- its entirety and the following Section 3.2 is substituted in lieu thereof: (a) Notwithstanding the estimated Commencement Dates specified in Section 1.7, if for any reason Landlord agrees to use cannot deliver possession of Premises B, Premises C and/or Premises D on its best reasonable efforts to complete Landlord's Work (as defined in the Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this referenceCommencement Date, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3hereunder or extend the Term hereof; provided, however, unless in such a case, Tenant shall not be obligated to pay rent or perform any other obligation of Tenant under this Lease, except as may be otherwise provided in this Lease, until the respective Commencement Dates set forth in Addendum Paragraph 1. Landlord delivers a Structural Completion Certificate for at least one of agrees to use best efforts to deliver the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is applicable Premises to Tenant within one hundred twenty (120) days after following the date estimated delivery dates specified for structural completion as to such Phase I Building in Addendum Paragraph 1. Such efforts shall include evicting the existing tenants if the existing tenants remain in a holdover of their respective leases. If Landlord is unsuccessful in delivering the applicable Estimated Construction Schedule attached hereto as Exhibit DPremises to Tenant within the aforesaid one hundred twenty (120) days, Tenant Landlord shall have an additional sixty (60) days to deliver the right applicable Premises to terminate this Lease without further liability hereunder by written notice delivered Tenant provided that during said sixty (60) day period Landlord shall pay to Tenant, to the extent Landlord at receives holdover rent from any time prior to such tenant, fifty percent (50%) of said holdover rent, after deducting all of Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of legal expenses incurred in connection with eviction proceedings (the "Net Holdover Rent"). If Landlord shall not have delivered possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; providedapplicable Premises within said sixty (60) days, howeverTenant may, that the applicable date on which at Tenant's termination right becomes exercisable pursuant option, by notice in writing to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after the Add-1 expiration of the sixty (60) day period but prior to delivery of possession of the applicable Premises by Landlord to Tenant, terminate the Lease with respect to that portion of the Premises not so delivered to Tenant. If Tenant terminates the Lease as provided for in the preceding sentence, the parties shall be discharged from all obligations under the Lease with respect to that portion of the Premises not so delivered to Tenant; and provided further that if such written notice by Tenant is not received by Landlord within said thirty (30) day period, Tenant shall not have the right to terminate the Lease with respect to that portion of the Premises, and Landlord shall continue to pay Tenant the Net Holdover Rent until such time as Landlord delivers the applicable Premises to Tenant. (b) If Landlord is unable to deliver possession of the applicable Premises to Tenant on the delivery date specified in Addendum Paragraph 1, due to a "Force Majeure Event", the respective delivery date shall be extended by the period of the delay caused by the Force Majeure Event. A Force Majeure Event shall mean fire, earthquake, weather delays or other acts of God, strikes, boycotts, war, riot, insurrection, embargoes, shortages of equipment, labor or materials, delays in issuance of governmental permits or approvals, or any other cause beyond the reasonable control of Landlord's receipt . The provisions of Section 9.1 of the Lease regarding Landlord or Tenant's written request for such reimbursementoptions to terminate the Lease shall apply to a Force Majeure Event. (c) Tenant acknowledges that the tenant who currently leases Premises D has an option to renew its lease and accordingly Tenant's right to lease Premises D is contingent on the existing tenant not exercising its option to renew. In the event the existing tenant of Premises D exercises its option to renew, accompanied by copies of such invoices Tenant shall no longer have the right to lease Premises D, and other supporting documentation as Landlord may reasonably request shall have no obligation to evidence the nature and amount of the fees and costs for which such reimbursement is requestedlease Premises D to Tenant.

DELAY IN POSSESSION. If for any reason Landlord agrees cannot deliver possession of the Premises to use its best reasonable efforts to complete Tenant as agreed herein by the scheduled Commencement Date, Landlord's Work (, except as defined in the Workletter) promptly, diligently and within the respective time periods may be set forth in the respective estimated construction schedules Construction Addendum, if any, attached hereto as Exhibit D and incorporated herein by this referencehereto, as such schedules may shall not be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any liability therefor, nor shall such failure affect the validity of this Lease, or the obligations of Tenant Delays hereunder, or extend the Lease Term. In such case, Tenant shall not, except as otherwise provided herein, be obligated to pay rent or perform any other obligation of Tenant under the terms of this Lease until Landlord delivers possession of the Premises to Tenant, the Commencement Date shall be adjusted to coincide with the date the Premises are actually delivered by Landlord to Tenant in accordance with the requirements of this Lease and Unavoidable Delays the Expiration Date shall be adjusted accordingly. If possession of the Premises is not delivered to Tenant within ninety (90) days after the scheduled Commencement Date (subject to delays caused by "Forces Majeures" as respectively defined provided for in the WorkletterConstruction Addendum"), Tenant may, at its option, by notice in writing to Landlord, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder; provided, however, that if such written notice by Tenant is not received by Landlord shall not be liable for any damages caused prior to the delivery of possession by any delay in the completion of such workLandlord, nor shall any such delay affect the validity of Tenant's right to cancel this Lease shall terminate and be of no further force or effect. Except as may be otherwise provided, and regardless of when the obligations of Lease Term actually commences, if possession is not tendered to Tenant hereunder. Notwithstanding any other provision of when required by this Section 2.3Lease and Tenant does not terminate this Lease, howeveras aforesaid, unless Landlord delivers a Structural Completion Certificate for at least one the period free of the two Phase I Buildings and tenders possession of those completed structural portions of obligation to pay Base Rent, if any, that Tenant would otherwise have enjoyed shall run from the Building Shell for such Building that must be completed as a condition date of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building possession and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, continue for a period equal to what Tenant would otherwise have enjoyed under the length terms hereof, but minus any days of any delays in Landlord's design and construction delay caused by the acts, changes or omissions of Tenant. After the occurrence of the respective Phase I Building Shells that are caused actual Commencement Date, either Party, upon request by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such other, shall execute a termination right arises in favor of Tenant memorandum reflecting the actual Commencement Date and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedExpiration Date.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord's Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused rent and the Commencement Date shall not occur until Landlord delivers possession of the Premises and the Premises are in fact available for Tenant's occupancy with any Tenant Improvements that have been approved as per Section 3.1(a) above, except that if Landlord's failure to so deliver possession on the Estimated Commencement Date is attributable to any action or inaction by Tenant (including without limitation any delay Tenant Delay described in the completion Work Letter, if any, attached to this Lease), then the Commencement Date shall not be advanced to the date on which possession of the Premises is tendered to Tenant, and Landlord shall be entitled to full performance by Tenant (including the payment of rent) from the date Landlord would have been able to deliver the Premises to Tenant but for Tenant's delay(s). Notwithstanding anything to the contrary contained in this Section 3.2, however, if for any reason other than "Tenant Delays" (as defined in the Work Letter) or other matters beyond Landlord's reasonable control, the Commencement Date has not occurred by the date that is one hundred eighty (180) days following the Estimated Commencement Date, then Tenant may, by written notice to Landlord given at any time thereafter but prior to the actual occurrence of the Commencement Date, elect to terminate this Lease. Notwithstanding the foregoing, if at any time during the construction period, Landlord reasonably believes that the Commencement Date will not occur on or before one hundred eighty (180) days following the Estimated Commencement Date, Landlord may notify Tenant in writing of such workfact and of a new outside date on or before which the Commencement Date will occur, nor shall any and Tenant must elect within ten (10) days of receipt of such delay affect the validity of notice to either terminate this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the waive its right to terminate this Lease without further liability hereunder provided the Commencement Date occurs on or prior to the new outside date established by Landlord in such notice to Tenant. Tenant's failure to elect to terminate this Lease within such ten (10) day period shall be deemed Tenant's waiver of its right to terminate this Lease as provided in this paragraph as to the previous outside date, but not as to the new outside date established by said notice. Notwithstanding anything to the contrary contained in this Section 3.2, however, if for any reason other than "Tenant Delays" (as defined in the Work Letter), the Commencement Date has not occurred by that date that is one (1) year following the Estimated Commencement Date, then Tenant may, by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays given within twenty (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred 20) business days thereafter but prior to the date of such termination for designactual Commencement Date, space planning, architectural, engineering and construction management services in connection with elect to terminate this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedLease.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the date that is two weeks after the date of the last signatory hereto (“Estimated Delivery Date”), this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord's Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused rent until the Commencement Date occurs as provided in Section 3.1 above, except that if Landlord cannot tender possession of the Premises in accordance with the provisions of Section 3.1 above due to any action or inaction of Tenant, then the Commencement Date shall be deemed to have occurred and Landlord shall be entitled to full performance by any delay Tenant (including the payment of rent) from the date Landlord would have been able to so tender possession of the Premises to Tenant but for Tenant’s action or inaction. For purposes of determining the Commencement Date pursuant to Section 3.1, the date set forth in Section 3.1(c) above shall be extended on a day for day basis for each day Landlord is delayed in delivering possession of the completion of such work, nor shall any such delay affect Premises to Tenant beyond the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3Estimated Delivery Date; provided, however, unless Landlord delivers a Structural Completion Certificate for at least one of if such delay is caused or contributed to by Tenant, the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must date set forth in Section 3.1(c) above shall not be completed extended as a condition result of delivery of such delay. Notwithstanding anything to the Structural Completion Certificate contrary contained in this Section 3.2, if for any reason other than Tenant Delays, or other matters beyond Landlord’s reasonable control, the actual Commencement Date has not occurred by the date which that is one hundred twenty (120) days after following the Estimated Delivery Date, then Tenant may, by written notice to Landlord given within ten (10) days thereafter, but prior to the actual occurrence of the Commencement Date, elect to terminate this Lease. Notwithstanding the foregoing, if at any time during the construction period for the Tenant Improvements, Landlord reasonably believes that the Commencement Date will not occur on or before one hundred twenty (120) days following the Estimated Delivery Date, Landlord may notify Tenant in writing of such fact and of a new outside date specified for structural completion as on or before which the Commencement Date will occur, and Tenant must elect within ten (10) days of receipt of such notice to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the either terminate this Lease or waive its right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of provided the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date Commencement Date occurs on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the new outside date of established by Landlord in such termination for design, space planning, architectural, engineering and construction management services in connection with notice to Tenant. Tenant’s failure to elect to terminate this Lease and the Workletter, which reimbursement within such ten (10) day period shall be paid deemed Tenant’s waiver of its right to terminate this Lease as provided in this paragraph as to the previous outside date, but not as to the new outside date established by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requested.said notice,

DELAY IN POSSESSION. Landlord Subject to extension due to events of Force Majeure (hereinafter defined) and Lessee Caused Delays (hereinafter defined), Lessor agrees to use its best commercially reasonable efforts to complete Landlord's Work deliver possession of (as defined in i) the WorkletterPhase I Premises to Lessee by the Phase I Commencement Date, (ii) promptlythe Phase II Premises to Lessee by the Phase II Commencement Date, diligently (iii) the Phase III Premises to Lessee by the Phase III Commencement Date; and within (iv) the respective time periods set forth in Phase IV Premises to Lessee by the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein Phase IV Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by this referencesuch date, as such schedules may Lessor shall not be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease or change the obligations of Tenant hereunderExpiration Date. Notwithstanding any other provision of this Section 2.3Lessee shall not, however, unless Landlord be obligated to pay Rent or perform its other obligations with respect to the Phase I Premises, Phase II Premises, Phase III Premises or Phase IV Premises (as applicable) until Lessor delivers a Structural Completion Certificate for at least one possession of the two Phase I Buildings and tenders possession of those completed structural portions such portion of the Building Shell for such Building Premises and any period of rent abatement that must be completed as a condition Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenantterms hereof; provided, however, that that, if the date Lessor delivers possession of the applicable portion of the Premises to Lessee is delayed solely as a result of Lessee Caused Delays, then, for purposes of this Lease, the Phase I Commencement Date, the Phase II Commencement Date, the Phase III Commencement Date and the Phase IV Commencement Date (as applicable) shall be deemed to be the actual date of tender of possession minus the number of days delayed solely as a result of Lessee Caused Delays. “Lessee Caused Delay” shall mean any delay in the Phase I Commencement, the Phase II Commencement Date, the Phase III Commencement Date or the Phase IV Commencement Date (as applicable) resulting by reason of any one or more of the following: (a) Lessee’s failure to respond to any request by Lessor for any approval or information within any time period prescribed, or if no time period is prescribed, then within five (5) days of such request; (b) Lessee’s insistence on materials, finishes or installations that have long lead times after having first been informed by Lessor that such materials, finishes or installations will cause a delay and Lessor has proposed commercially suitable alternatives; (c) changes in any plans and specifications requested by Lessee; (d) the performance or nonperformance by a person or entity employed by Lessee in the completion of any work in the Premises (all such work and such persons or entities being subject to the prior approval of Lessor, except as may otherwise be provided for in this Lease); (e) any request by Lessee that Lessor delay the completion of any of the Lessor’s Work; (f) any breach or default by Lessee in the performance of Lessee’s obligations under this Lease; (g) any delay resulting from Lessee’s having taken possession of the Premises for any reason prior to substantial completion of the Lessor’s Work; or (h) any other delay chargeable to Lessee, its agents, employees or independent contractors. Notwithstanding the foregoing, if Lessor does not deliver possession of the Phase I Premises by August 25, 2021 (subject to extension due to events of Force Majeure and Lessee Caused Delays and as the same may be extended under the terms of any Work Letter executed be Parties) (the “Phase I Outside Delivery Date”), Lessee may, at its option, by written notice to Lessor within five (5) days after the Phase I Outside Delivery Date, cancel this Lease, in which Tenantevent the Parties shall be discharged from all obligations hereunder, other than any obligations that expressly survive expiration or earlier termination of this Lease. If such written notice is not received by Lessor within said five (5) day period, Lessee's termination right becomes exercisable terminate pursuant to this sentence Section 3.3 as a result of delayed delivery of the Phase I Premises shall be extended, day for day, for a period equal to the length null and void and of any delays in Landlord's design no further force and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter)effect. If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requested.Provided

DELAY IN POSSESSION. Landlord agrees to use Paragraph 3.2 DELAY IN POSSESSION is hereby deleted in its best reasonable efforts to complete Landlord's Work (entirety and replaced with the following: Notwithstanding the Estimated Commencement Date, if for any reason the Commencement Date, as defined in the Workletter) promptlyParagraph 6 of Exhibit D, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this referencedoes not occur on or before October 1, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant1995, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for subject to any damages caused by any delay in the completion of such workliability therefor, nor shall any such delay failure affect the validity of this Lease or the obligations of Tenant hereunderhereunder but in such case, Tenant shall not be obligated to pay the new Base Monthly Rent as provided in the revised Schedule A attached hereto and Additional Rent until the Commencement Date. Notwithstanding any other provision of this Section 2.3Provided, however, unless if Landlord shall not have delivered possession of the Premises within 120 days of the Estimated Commencement Date, either Landlord or Tenant may, by notice in writing to the other party within ten (10) days thereafter, cancel this Lease effective as of the date of receipt of such notice (the "Termination Date"), in which event the parties shall be discharged from all obligations hereunder; provided that such 120 day period shall be subject to extensions for any delays due to acts of God, strikes, fire, weather, casualty, war, acts of governmental bodies, inability to obtain labor or materials or other causes beyond Landlord s reasonable control and provided that Tenant's right to cancel this Lease after such 120 day period shall be subject to extensions for Tenant Delays, as defined in Paragraph 6 of Exhibit D. If the Commencement Date is delayed and neither party elects to cancel this Lease, the Expiration Date shall be automatically extended beyond the Estimated Commencement Date by the number of days of such delay. Notwithstanding anything to the contrary contained herein, if, upon Substantial Completion, Landlord delivers a Structural Completion Certificate for at least one possession of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days Premises to Tenant after the date specified for structural completion Estimated Commencement Date except as to such Phase I Building the result of Tenant Delays as defined in EXHIBIT D or force majeure, then commencing on the applicable Estimated Construction Schedule attached hereto as Exhibit Dactual Commencement Date, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of receive a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on free rent period during which Tenant's termination right becomes exercisable pursuant to this sentence Tenant shall be extended, day for day, for a relieved of its obligation to pay Base Monthly Rent under this Lease. Such free rent period shall be equal to the length number of any delays in Landlord's design and construction of days between the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease Estimated Commencement Date and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedactual Commencement Date.

DELAY IN POSSESSION. Landlord agrees to use its best reasonable efforts to complete Landlord's Work (as defined A. If the Premises are not ready for occupancy by the Tenant or the Leasehold Improvements described in Exhibit B have not been substantially completed by the Workletter) promptlyCommencement Date, diligently then Base Rent and within Additional Rent shall xxxxx until the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as Premises are delivered or such schedules may be modified from time to time by mutual written agreement of Landlord and TenantLeasehold Improvements have been substantially completed. In addition, and without limitation of the foregoing abatement, if, subject to any Tenant Delays and Unavoidable Excused Delays (as respectively defined in hereinafter defined), the Workletter); providedPremises are not ready for occupancy or such Leasehold Improvements have not been substantially completed by (i) December 31, however1999, that Landlord shall not be liable for any damages caused then, provided the Leasehold Improvements have been completed by any delay in the completion of such workJanuary 31, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.32000, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence Base Rent shall be extended, day abated for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt following the date of substantial completion and delivery of the Premises to Tenant (however, under such circumstances, the expiration date of the Lease shall be extended by an additional thirty (30) days), (ii) by January 31, 2000, then, provided the Leasehold Improvements have been substantially completed by February 29, 2000, Base Rent shall be abated for sixty (60) days following the date of substantial completion and delivery of the Premises to Tenant (however, under such circumstances, the expiration date of the Lease shall be extended by an additional sixty (60) days), and (iii) by February 29, 2000, then Base Rent shall be abated for ninety (90) days following the date of substantial completion and delivery of the Premises to Tenant (however, under such circumstances, there shall be no extension of the expiration date). This Lease shall remain in all other respects in full force and effect and the Term shall not be extended. Tenant acknowledges that Landlord will require access to the Premises during December 1999 to complete minor additional Leasehold Improvements and certain punchlist items, so long as such work is conducted in such a manner that does not materially impair Tenant's written request for such reimbursementability to conduct its business within the Premises. Notwithstanding the foregoing, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request but subject to evidence the nature and amount of the fees and costs for which such reimbursement is requested.Excused Delays (provided that delays by

DELAY IN POSSESSION. Landlord agrees to use its best reasonable efforts to complete Landlord's Work (as defined its portion of the work described in Section 5.1 and the Workletter) Workletter promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules Estimated Construction Schedule attached hereto as Exhibit EXHIBIT D and incorporated herein by this reference, as such schedules schedule may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to the effects of any delays caused by or attributable to Tenant Delays and Unavoidable Delays or any other circumstances beyond Landlord's reasonable control (as respectively defined in the Workletterexcluding financial inability); providedPROVIDED, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision provisions of this Section 2.3, however: (a) In recognition of the fact that Tenant's sublease of the space presently occupied by Tenant at 000X Xxxxxxx Xxxxxxxxx, unless Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx ("TENANT'S EXISTING PREMISES") is scheduled to terminate on March 31, 2003, Landlord delivers a agrees that if Landlord fails to deliver the Structural Completion Certificate for at least one of the two Phase I Buildings and tenders tender possession of those completed structural portions of the Building Shell for such the Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after May 31, 2002 (the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit EXHIBIT D), then Landlord shall reimburse Tenant, in accordance with the provisions of this paragraph and subject to the limitations set forth herein, for an amount equal to fifty percent (50%) of Tenant's Excess Occupancy Costs; PROVIDED, however, that the above-referenced 120-day period shall be extended (and the possible triggering of Landlord's reimbursement obligation shall therefore be deferred), day for day, for a period equal to the length of any delays in Landlord's design and construction of the Building Shell that are caused by acts of God, action or inaction of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain supplies, materials, fuels or permits, delays of contractors or subcontractors, Tenant Delays (as defined in the Workletter), or other causes or contingencies beyond the reasonable control of Landlord (excluding financial inability). For purposes of this paragraph, "TENANT'S EXCESS OCCUPANCY COSTS" shall mean the amount (if any) by which the monthly gross rental expenses (including, but not limited to, basic rent, holdover rent, expense passthroughs and other forms of additional rent) reasonably incurred by Tenant for space occupied by Tenant for the conduct of Tenant's business after March 31, 2003 (which space may consist of either Tenant's Existing Premises if Tenant is able to continue to occupy them on a holdover basis, or any substitute space taken by Tenant on a temporary basis if Tenant is forced to vacate Tenant's Existing Premises prior to the time Tenant is able to occupy the Building hereunder) EXCEED Tenant's monthly gross rental expenses for Tenant's Existing Premises immediately prior to the expiration of Tenant's sublease thereof. During any period when Landlord's reimbursement obligation under this paragraph is in effect, Tenant shall provide Landlord with a written calculation of Tenant's Excess Occupancy Costs (including any supporting information reasonably requested by Landlord to evidence or confirm the various expenses on which such calculation is based) on a monthly basis and Landlord shall pay Tenant the amount properly due under each such statement within fifteen (15) days after Landlord's receipt of the statement and related supporting information. Landlord's reimbursement obligation under this paragraph shall in all events terminate upon the earlier to occur of (i) thirty (30) days after the Rent Commencement Date hereunder or (ii) Tenant's exercise of its termination right under Section 2.3(b) hereof, if such right becomes exercisable in accordance with its terms and is in fact exercised by Tenant. (b) If Landlord fails to deliver the Structural Completion Certificate and tender possession of those completed structural portions of the Building Shell for the Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred eighty (180) days after May 31, 2002 (the date specified for structural completion in the Estimated Construction Schedule attached hereto as EXHIBIT D), then Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a the Structural Completion Certificate for at least one Phase I the Building and tender of possession of the completed structural portions of the Building Shell to Tenant and Landlord shall return to Tenant (i) all unexercised warrants given to Landlord by Tenant pursuant to Section 4.1, (ii) to the extent any of the warrants given to Landlord by Tenant pursuant to Section 4.1 have been exercised prior to such termination, an amount equal to the excess (if any) of the aggregate fair market value of the shares acquired by Landlord pursuant to such exercise, measured on the date of Landlord's exercise of such warrants, over the aggregate exercise price for such Phase I Building exercised warrants, and (iii) any amounts prepaid by Tenant to TenantLandlord pursuant to this Lease (including, but not limited to, any prepaid Rent and the Security Deposit); providedPROVIDED, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells Shell that are caused by any Unavoidable Delays acts of God, action or inaction of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain supplies, materials, fuels or permits, delays of contractors or subcontractors, Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor , or other causes or contingencies beyond the reasonable control of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedexcluding financial inability).

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts to complete Landlord's Work (as defined in the Workletter) promptlyTenant for any resulting loss or damage. However, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused rent and the Commencement Date shall not occur until Landlord delivers possession of the Premises and the Premises are in fact available for Tenant's occupancy with any Tenant Improvements that have been approved as per Section 3.1(a) above, except that if Landlord's failure to so deliver possession on the Estimated Commencement Date is attributable to any action or inaction by Tenant (including without limitation any delay Tenant Delay described in the completion Work Letter attached to this Lease), then the Commencement Date shall not be advanced to the date on which possession of the Premises is tendered to Tenant, and Landlord shall be entitled to full performance by Tenant (including the payment of rent) from the date Landlord would have been able to deliver the Premises to Tenant but for Tenant's delay(s). If for any reason other than "Tenant Delays" (as defined in the Work Letter) or other matters beyond Landlord's reasonable control, the Commencement Date has not occurred by the date that is one hundred eighty (180) days following the Estimated Commencement Date, then Tenant may, by written notice to Landlord given at any time thereafter but prior to the actual occurrence of the Commencement Date, elect to terminate this Lease. Notwithstanding the foregoing, if at any time during the construction period, Landlord reasonably believes that the Commencement Date will not occur on or before one hundred eighty (180) days following the Estimated Commencement Date, Landlord shall notify Tenant in writing of such workfact and of a new outside date on or before which the Commencement Date will occur, nor shall any and Tenant must elect within ten (10) days of receipt of such delay affect the validity of notice to either terminate this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the waive its right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of provided the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date Commencement Date occurs on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the new outside date of established by Landlord in such termination for design, space planning, architectural, engineering and construction management services in connection with notice to Tenant. Tenant's failure to elect to terminate this Lease and the Workletter, which reimbursement within such ten (10) day period shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of deemed Tenant's written request for such reimbursementwaiver of its right to terminate this Lease as provided in this paragraph as to the previous outside date, accompanied but not as to the new outside date established by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedsaid notice.

DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date set forth in Item 4 of the Basic Lease Provisions, this Lease shall not be void or voidable nor shall Landlord agrees be liable to use its best reasonable efforts Tenant for any resulting loss or damage. However, Tenant shall not be liable for any rent until the Commencement Date occurs as provided in Section 3.1 above, except that if Landlord’s failure to substantially complete Landlord's all work required of Landlord pursuant to Section 3.1(i) above is attributable to any Tenant Delay as described in the Work Letter), then the Premises shall be deemed ready for occupancy, and Landlord shall be entitled to full performance by Tenant (including the payment of rent), as of the date Landlord would have been able to substantially complete such work and deliver the Premises to Tenant but for Tenant’s delay(s), but not sooner than April 1, 2014. Notwithstanding anything to the contrary contained in this Section 3.2, if for any reason other than “Tenant Delays” (as defined in the Workletter) promptlyWork Letter attached hereto), diligently and within or other matters beyond Landlord’s reasonable control, the respective actual Commencement Date has not occurred by the date that is 90 days following the Estimated Commencement Date (the “Outside Date”), then Tenant may, by written notice to Landlord given at any time periods set forth in thereafter but prior to the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by actual occurrence of the Commencement Date, elect to terminate this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter)Lease; provided, however, that if the Commencement Date occurs within 10 business days after delivery to Landlord shall not be liable for any damages caused by any delay in the completion of such workTenant’s termination notice, nor shall any such delay affect the validity of this Lease or shall continue in full force and effect. If the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) Commencement Date has not occurred within 10 business days after the date specified for structural completion of delivery of Tenant’s termination notice, then this Lease shall terminate as of the 10th business day after delivery of the termination notice, and Landlord shall promptly return to such Phase I Building in Tenant any prepaid rent and/or Security Deposit delivered to Landlord. Notwithstanding the applicable Estimated Construction Schedule attached hereto as Exhibit Dforegoing, Tenant if at any time during the construction period, Landlord reasonably believes that the Commencement Date will not occur on or before the Outside Date, Landlord shall have the right to notify Tenant in writing of such fact and of a new Outside Date on or before which the Commencement Date will occur (the “New Outside Date”), and Tenant must elect within 10 days of delivery of such notice to either terminate this Lease without further liability hereunder by written notice delivered or waive its right to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of terminate this Lease (provided the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date Commencement Date does occur on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of New Outside Date established by Landlord in such termination for design, space planning, architectural, engineering and construction management services in connection with notice to Tenant). Tenant’s failure to elect to terminate this Lease and the Workletter, which reimbursement within such 10 day period shall be paid deemed Tenant’s waiver of its right to terminate this Lease as provided in this paragraph as to the original Outside Date, but not as to the New Outside Date established by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedsaid notice.

DELAY IN POSSESSION. Landlord agrees to use its best reasonable efforts to complete Landlord's Work (as defined the work described in the Workletter) Section 5.1 and Exhibit C promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules schedule attached hereto as Exhibit D and incorporated herein by this reference, as such schedules schedule may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to the effects of any delays caused by or attributable to Tenant Delays and Unavoidable Delays or any other circumstances beyond Landlord's reasonable control (as respectively defined in the Workletterexcluding any financial inability); provided, provided ,however, that except to the extent caused by a material default by Landlord of its obligations set forth in this Lease (including, but not limited to, its obligations set forth in this Section 2.3 and in Section 5.1 and Exhibit C). Landlord shall not be liable for any damages caused by any delay in the completion of such work, work nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision provisions of this Section 2.3Lease, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions if Landlord's construction of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate pursuant to Article 5 and Exhibit C is not substantially complete by the date which is one hundred twenty later of (120x) days September 1, 1998 or (y) thirteen (13) months after Landlord and Tenant have mutually approved detailed plans and specifications for the date specified for structural completion as to such Phase I Building in interior tenant improvements within the applicable Estimated Construction Schedule attached hereto as Exhibit DPremises, then Tenant shall have the right be entitled to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to substantial completion of Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions construction of the Building Shell for such Phase I Building to Tenantunder Article 5 and Exhibit C; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to deadline described in this sentence for construction of the Building Shell shall be extended, day for day, for a period of time equal to the length of any delays actual delay in substantial completion of Landlord's design and construction of the respective Phase I Building Shells Shell that are is caused by or attributable to (I) acts or omissions of Tenant or its agents or employees or (II) any Unavoidable Delays fire, earthquake or Tenant Delays other casualty, strike, shortage of labor or materials, or other circumstances beyond Landlord's reasonable control (as respectively defined excluding any financial inability); and provided, further, that any extensions pursuant to the foregoing clause (II) shall not exceed nine (9) months in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedaggregate.

DELAY IN POSSESSION. Landlord Sublessor agrees to use its best commercially reasonable efforts to complete Landlord's Work (as defined in deliver possession of the Workletter) promptlySubleased Premises to Sublessee by the Commencement Date. If, diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein despite said efforts, Sublessor is unable to deliver possession by this referencesuch date, as such schedules may Sublessor shall not be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such workliability therefore, nor shall any such delay failure affect the validity of this Lease Sublease or change the obligations of Tenant hereunderExpiration Date. Notwithstanding any other provision of this Section 2.3Sublessee shall not, however, unless Landlord be obligated to pay Rent (as defined in Section 5 herein), electricity charges or other payments hereunder or be bound by the insurance and indemnity provisions hereof with respect to the Subleased Premises until Sublessor delivers a Structural Completion Certificate for at least one possession of the two Phase I Buildings Subleased Premises, and tenders possession any period of those completed structural portions of rent abatement that Sublessee would otherwise have enjoyed shall run from the Building Shell for such Building that must be completed as a condition date of delivery of the Structural Completion Certificate by the date which is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building possession and tender of possession of the completed structural portions of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to this sentence shall be extended, day for day, continue for a period equal to what Sublessee would otherwise have enjoyed under the length terms hereof, but minus any days of any delays in Landlord's design and construction delay to the extent caused by the misconduct of Sublessee. If the possession of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined Subleased Premises is delivered on a day other than the first day of a month, the Rent for the partial months shall be prorated on a per diem basis based on the actual number of days in the Workletter)month in which possession is delivered. If such a termination right arises in favor Notwithstanding the foregoing, if Sublessor has not delivered possession of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior the Subleased Premises to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant Sublessee within thirty sixty (3060) days after Landlord's receipt the Commencement Date, then at any time thereafter and before delivery of Tenant's possession of the Subleased Premises to Sublessee, Sublessee may give written request notice to Sublessor of Sublessee’s intention to cancel this Sublease. Said notice shall set forth an effective date for such reimbursementcancellation which shall be at least ten (10) business days after delivery of said notice to Sublessor. If Sublessor delivers possession to Sublessee on or before such effective date, accompanied this Sublease shall remain in full force and effect. If Sublessor fails to deliver possession to Sublessee on or before such effective date, this Sublease shall be cancelable by copies Sublessee, in which case all consideration previously paid by Sublessee to Sublessor on account of this Sublease shall be returned to Sublessee, this Sublease shall thereafter be of no further force or effect, and Sublessor shall have no liability to Sublessee on account of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requesteddelay or cancellation.

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

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

DELAY IN POSSESSION. Landlord agrees to use its best reasonable ------------------- efforts to complete Landlord's Work (as defined its portion of each respective phase of the work described in the Workletter) Section 5.1 and Exhibit C promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules Estimated Construction Schedule attached hereto as Exhibit D and incorporated herein by this reference, as such schedules schedule may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to the effects of any delays caused by or attributable to Tenant Delays and Unavoidable Delays or any other circumstances beyond Landlord's reasonable control (as respectively defined in the Workletterexcluding financial inability); provided, however, that except to the extent caused by a material default by Landlord of its obligations set forth in this Lease (including, but not limited to, its obligations set forth in this Section 2.3 and in Section 5.1 and Exhibit C), Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless if Landlord delivers a fails to deliver the Structural Completion Certificate for at least one Building 1 and tender possession of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must (i.e., those portions required to be completed as a condition of delivery of the Structural Completion Certificate Certificate) for Building 1 to Tenant by the date which is twenty-one hundred twenty (12021) days months after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit Dof this Lease, then Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a the Structural Completion Certificate for at least one Phase I Building 1 and tender of possession of the completed structural portions of the Building Shell for such Phase I Building 1 to Tenant; provided, however, that the applicable date on which Tenant's termination right becomes exercisable pursuant to 21-month period set forth in this sentence shall be extended, day for day, for a period equal to the length of any delays in Landlord's design and construction of the respective Phase I Building Shells Shell for Building 1 that are caused by any Unavoidable Delays or material default by Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor performance of its obligations under this Lease, including (but not limited to) any failure of Tenant and is properly exercised by Tenant(i) to provide to Landlord, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to within three (3) months after the date of such termination this Lease, details of any Building Shell modifications that will be required for designBuilding 1 in order to accommodate Tenant's needs with respect to HVAC, space planningplumbing and other building systems, architecturaland/or (ii) to make prompt and timely delivery to Landlord of all other information reasonably necessary for Landlord to complete the preparation of all drawings, engineering designs and construction management services specifications for the Building Shell for Building 1, and/or (iii) to respond in connection with this Lease a prompt and the Workletter, which reimbursement shall be paid timely manner to any requests by Landlord to Tenant within thirty (30) days after Landlord's receipt or its architect for approval of drawings, designs, specifications, changes or other matters requiring Tenant's written request for such reimbursement, accompanied by copies review or approval under the provisions of such invoices and other supporting documentation Exhibit C as Landlord may reasonably request they apply to evidence the nature and amount of the fees and costs for which such reimbursement is requestedBuilding 1.

DELAY IN POSSESSION. Notwithstandxxx xxx Assignment Date set forth above, if for any reason Assignor cannot deliver possession of the Premises to the Assignee on said -date for any reason other than a delay caused by Assignee or a delay in the receipt of the Landlord's consent hereto, such "Assignor Delay" shall not affect the validity of this Assignment, but in such case, the Assignment Date shall be delayed, Assignee's obligations hereunder shall not accrue, and Assignor's obligations under the Lease shall continue to accrue until the earlier of the following events: (a) one (1) business day after Assignor delivers written notice to Assignee that the Premises can be delivered to Assignee in the physical condition required under this Assignment, clean and free of any assignees or occupants (other than Assignee) and any personal property of Assignor and any prior assignee or occupant of the Premises (except for Assignor's Personal Property); or (b) that date upon which Assignee occupies the Premises for any Permitted Use other than construction of Assignee's imtial tenant improvements approved xx Xssignor and Landlord or pre-construction activities associated therewith. Notwithstanding the foregoing, Assignor hereby agrees to use its best reasonable efforts to complete Landlordvacate the majority of the Premises (with the exception of those certain offices currently occupied by Assignor's Work accounting and administrative staff) no later than May 8, 1998. The Assignor shall deliver the entire Premises to Assignee within two (as defined 2) days following completion of the FY 1997-98 audit of Assignor, but no later than June 8,1998. If the Assignor is unable to deliver the entire Premises to Assignee on or before June 8, 1998 in the Workletter) promptly, diligently and within the respective time periods condition set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this referencesolely because of any Assignor Delay, Assignor will pay to Assignee, as such schedules may be modified from time to time by mutual written agreement of Landlord liquidated damages (which Assignee and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined Assignor agree fairly reflect Assignee's damages for delays in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by Premises beyond the date which is one hundred twenty anticipated Assignment Date), Two Thousand Dollars (120$2,000.00) days after for each calendar day that Assignor so delays in delivering the date specified for structural completion as Premises to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of Assignee. If possession of the completed structural portions of the Building Shell for such Phase I Building Premises is not delivered to Tenant; providedAssignee by June 15, however1998, that the applicable date on Assignee may, at its option, by notice in writing to Assignor (which Tenant's termination right becomes exercisable pursuant to this sentence shall be extendeddelivered no later than June 25, day for day1998), for a period equal to cancel this Assignment, m which event the length of parties sh be discharged from all obligations hereunder; and any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused funds paid by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement either party shall be paid by Landlord returned to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursementparty, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requestedincluding commissions.

DELAY IN POSSESSION. Landlord agrees In addition to use its best reasonable efforts the terms and provisions of Section 3.3 of the Lease, in the event that Lessor does not deliver possession of the Premises to complete Landlord's Work Lessee on or before January 24, 2007 (the "Anticipated Completion Date") with the Tenant Improvements Substantially Completed, which date shall be extended by one (1) day for each day the Commencement Date is actually delayed due to "Tenant Delays" (as defined in the Workletter) promptlyWork Letter), diligently and within the respective time periods set forth in the respective estimated construction schedules attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively defined in the Workletter); provided, however, that Landlord Lessor shall not be liable in default hereunder, but for any damages caused by any delay in the completion of such work, nor shall any such delay affect period from and after the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Anticipated Completion Certificate for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell for such Building that must be completed Date (as a condition of delivery of the Structural Completion Certificate by extended) until the date which is one hundred twenty seven (1207) days after the date specified for structural completion as to such Phase I Building in the applicable Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord's delivery of a Structural Completion Certificate for at least one Phase I Building and tender of Lessor delivers possession of the completed structural portions Premises to Lessee with the Tenant Improvements Substantially Completed (such period shall be referred to herein as the "Holdover Period"), Lessor shall reimburse Lessee for the "holdover rent" actually paid by Lessee during the Holdover Period, not to exceed Thirty Thousand Dollars ($30,000.00) per month. For purposes of this Section 18, "holdover rent" shall mean the increased portion of the Building Shell base rent paid by Lessee for such Phase I Building its premises located at 00000 Xxxxxxx Xxxxx, Xxxxxx, XX (the "Former Premises") as a result of Lessee occupying the Former Premises beyond the Anticipated Completion Date. Lessor acknowledges that rather than holding over without the consent of the landlord of the Former Premises, Lessee may (a) negotiate an extension of its lease thereof to Tenant; providedcover the holdover period, howeveror (b) lease space at another location, that in which event Lessor shall reimburse Lessee for the applicable date on which Tenant's termination right becomes exercisable rent actually paid by Lessee during the Holdover Period pursuant to this sentence such extension or new lease up to the amount of the "holdover rent" which would have been paid for the Former Premises pursuant to Lessee's existing lease agreement for the Former Premises, not to exceed Thirty Thousand Dollars ($30,000.00) per month. Lessee will use commercially reasonable, good faith efforts to coordinate its holdover with the landlord for the Former Premises so that Lessee's holdover and holdover rental obligations will terminate upon the date which is seven (7) days after Lessor delivers possession of the Premises to Lessee with the Tenant Improvements Substantially Completed (the "Delivery Date"), however the parties acknowledge that, despite Lessee's commercially reasonable, good faith efforts, Lessee may be required to pay holdover rent for periods beyond the Delivery Date. If (a) Lessor delivers possession of the Premises to Lessee with the Tenant Improvements Substantially Completed, and (b) Lessee is obligated to pay holdover rent for the Former Premises beyond the Delivery Date, then the Abatement Period shall be extended, on the terms and conditions set forth in Section 3 of this Addendum, by 1 day for dayeach day beyond the Delivery Date that Lessee is obligated to pay holdover rent for the Former Premises, for a period equal not to the length exceed an aggregate of any delays in Landlord's design and construction of the respective Phase I Building Shells that are caused by any Unavoidable Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant's out-of-pocket fees and costs incurred prior to the date of such termination for design, space planning, architectural, engineering and construction management services in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's written request for such reimbursement, accompanied by copies of such invoices and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for which such reimbursement is requesteddays.