Common use of Delivery of Possession Clause in Contracts

Delivery of Possession. (a) Landlord shall deliver possession of the Initial Premises to Tenant upon vacation of the Initial Premises by the current tenant, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession of the Additional Space to Tenant at such time as the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) If Landlord is unable to deliver possession of the Initial Space to Tenant by May 12, 1997, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faith.

Delivery of Possession. (a) Landlord shall deliver Lessee acknowledges that it currently occupies a portion of the Premises under a sublease that expires on June 30, 2006, and thus already has possession of and will continue in possession of that portion of the Premises from and after July 1, 2006, and will take possession of the Initial Premises to Tenant upon vacation balance of the Initial Premises by starting July 1, 2006. As to any portion of the current tenantPremises that Lessee does not already possess as of June 30, which is anticipated to be no later than May 122006, 1997. (b) Landlord shall Lessor will deliver possession thereof to Lessee on July 1, 2006, provided that if Lessor for any reason whatsoever does not deliver possession thereof to Lessee on July 1, 2006, (i) this Lease shall not be void or voidable nor shall Lessor be liable to Lessee for any loss or damage resulting therefrom, (ii) Lessee agrees to take possession thereof when Lessor is able to deliver possession thereof, and (iii) until Lessor so delivers possession thereof to Lessee, the obligations of Lessee to pay rent and other charges under this Lease, and to perform its other obligations under this Lease, shall be prorated to reflect the extent the square footage of the Additional Space to Tenant at such time as space actually delivered is less than the Improvement Work square footage of the entire Premises, except that Lessee shall deposit the first month’s rent upon execution of this Lease, and (as defined iv) neither the scheduled Commencement Date (i.e., July 1, 2006) nor the ending date (i.e. June 30, 2007) of the lease term set forth in Paragraph 2.5 below) is substantially completed pursuant to Section 3.01 shall be changed. Notwithstanding the Work Letter. (c) If Landlord foregoing, in the event Lessor is unable to deliver possession of the Initial Space entire Premises by October 1, 2006, then Lessee, at its sole option, shall be entitled to Tenant terminate this Lease. Any such termination shall be effectuated by May 12written notice to Lessor by October 10, 19972006. TIME IS OF THE ESSENCE WITH RESPECT TO THE TIME OF EXERCISE OF ANY SUCH RIGHT OF TERMINATION. Upon such termination, or neither party shall have any further obligation to the Additional Space, in the agreed condition, to Tenant by July 14, 1997, Landlord shall not be in default other under this Lease, nor provided that Lessor shall this Lease be void, voidable or cancelable return to Lessee any sums previously deposited by Tenant until October 15, 1997 (Lessee with Lessor hereunder to the "delivery grace period"); however, if Landlord's inability extent required to do so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate law and this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faith.

Delivery of Possession. (a) Landlord shall deliver to Tenant possession of the Initial Premises to Tenant upon vacation of the Initial Premises by the current tenantLeased Premises, which is anticipated to be demised as shown on Exhibit C attached hereto, no later than May 12March 1, 1997. 2003 (b) Landlord shall deliver possession the "Intended Delivery Date"), so that Tenant can commence installation of the Additional Space to Tenant at such time as its furniture, fixtures and equipment, including, without limitation, data and telecommunications equipment and cabling and the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) Work. If Landlord is unable to so deliver possession of the Initial Space Leased Premises to Tenant by May 12, 1997, on or before the Additional Space, in the agreed condition, Intended Delivery Date due to Tenant by July 14, 1997any reason that is beyond Landlord's reasonable control, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15Tenant; provided, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to that Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the shall have no obligations under this Lease Commencement until such Delivery Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenantoccurs. If Landlord is unable to so deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period by May 1, 2003 (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant) (the "delivery grace period"), then Tenant's sole remedy shall be entitled to terminate this Lease. If the failure of the Delivery Date to occur on or before the Intended Delivery Date is due to factors beyond Landlord's reasonable control, then in such event the remedy described in the foregoing sentence shall be Tenant's sole remedy and in no event shall Landlord shall not be liable in damages to Tenant for such delaydelay or such termination. Tenant may not terminate this Lease at any time after the The date upon which Landlord notifies Tenant that actually delivers possession of the Leased Premises have been put into to Tenant shall be referred to herein as the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faith"Delivery Date."

Delivery of Possession. (a) Landlord shall deliver possession of the Initial Premises to Tenant upon vacation on the date the Tenant Improvements are Substantially Completed (as those terms are defined, respectively, in Paragraphs 4.a. and 4.c. below) and the date of such delivery is referred to herein as the Initial Premises “Delivery Date.” The parties presently estimate that the Delivery Date will be on or about September 17, 2015. Notwithstanding the foregoing, except as otherwise expressly provided below, if the Delivery Date is delayed for any reason whatsoever, this Lease shall not be void or voidable nor shall such delay amend Tenant’s obligations under this Lease, but Landlord shall use reasonable efforts to cause the Delivery Date to occur as soon as commercially reasonably possible after September 17, 2015. Notwithstanding the foregoing, if the Delivery Date has not occurred by November 1, 2015 (the “Termination Trigger Date”)(which Termination Trigger Date shall be extended by the current tenant, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession length of any delay in the Additional Space to Delivery Date that results from a Tenant at such time as the Improvement Work Delay (as defined in Paragraph 2.5 4.e. below) is substantially completed pursuant to the Work Letter. (c) If Landlord is unable to deliver possession or from strikes, lockout, labor disputes, shortages of the Initial Space to Tenant by May 12material or labor, 1997fire or other casualty, acts of God or the Additional Space, in the agreed condition, to Tenant by July 14, 1997, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises any other cause beyond the term commercially reasonable control of its current lease or by Landlord's gross negligence or willful misconductLandlord (“Force Majeure”), the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason provided that an extension on account of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period may not exceed one (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant1) month), then Tenant's , as Tenant’s sole remedy shall be remedy, may notify Landlord in writing that Tenant elects to terminate this LeaseLease effective as of the date ten (10) Business Days following the date of such written notice, and, if the Delivery Date does not occur on or before the end of such ten (10) Business Day period, this Lease shall automatically terminate, without recourse by either party, and in no event Landlord shall Landlord be liable in damages promptly return to Tenant for such delay. Tenant may not terminate this Lease at any time after all pre-paid rent and the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithLetter of Credit.

Delivery of Possession. (a) Landlord shall deliver to Tenant possession of the Initial Leased Premises to Tenant upon vacation of on or before the Initial Premises by the current tenant, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession of the Additional Space to Tenant at such time as the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) Intended Commencement Date. If Landlord is unable to so deliver possession of the Initial Space Leased Premises to Tenant by May 12, 1997, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997condition on or before the Intended Commencement Date, Landlord shall not be in default under this Leaselease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 the lapse of sixty (90) days after the Intended Commencement Date (the "“delivery grace period"”); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, Premises to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's ’s sole remedy shall be to terminate this LeaseLease by written notice delivered to Landlord within ten days after the expiration of the delivery grace period (as extended, if applicable), and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's ’s notice is not given in good faith. Tenant may enter the Leased Premises prior to the Commencement Date to install furniture, equipment, cabling and fixtures. Such entries shall be subject to the provisions of this Lease, except that the obligation to pay rent shall commence as of the Commencement Date.

Delivery of Possession. (a) Landlord shall Lessor will deliver possession of the Initial Premises to Tenant upon vacation Lessee in its then current “as-is” condition on November 1, 2003, provided that the Premises shall be broom-clean and free of any occupant and free of all furniture of Lessor and any occupant. If the Initial existing occupants have not vacated by October 31, 2003, Lessor shall take such steps as shall be necessary to relocate them to other space within the Building prior to November 1, 2003. If any existing occupant’s equipment (including (x) UPS system with all related controls, electrical panels and distribution, (y) two 10-ton air conditioning units and related piping, wiring, drains and distribution, and (z) FM-200 fire suppression system with related wiring, heads, distribution and EPO switch) has not been removed from the Premises by the current tenantNovember 1, which is anticipated 2003, Lessor covenants to be no remove such equipment not later than May 12November 7, 1997. (b) Landlord shall 2003. If, for any reason, Lessor cannot deliver possession of the Additional Space Premises to Tenant at Lessee on such time date, this Lease will not be void or voidable by Lessor or Lessee, nor will Lessor be liable to Lessee for any loss or damage resulting from such delay, except as provided below. Notwithstanding the Improvement Work foregoing, Lessor will not be obligated to deliver possession of the Premises to Lessee (but Lessee will be liable for rent if Lessor can otherwise deliver the Premises to Lessee) until Lessor has received from Lessee all of the following: (i) a copy of the Lease fully executed by Lessee and the guaranty of Lessee’s obligations under this Lease, if any, executed by the Guarantor(s); (ii) the Security Deposit and the first installment of Monthly Base Rent; and (iii) copies of policies of insurance or certificates thereof as defined in required under Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) 19 of this lease. If Landlord Lessor is unable to deliver possession of the Initial Space Premises on or before November 5, 2003, then in such event Lessor will reimburse Lessee for its actual expenses incurred in installing Lessee’s improvements in the Premises, to Tenant by May 12the extent such costs increase as a result of the delay in possession, 1997not to exceed the following amounts: if possession is delivered on November 6-10, $3,000 for each day after the 5th that possession is not delivered, or if possession is delivered between the Additional Space11th and the 15 th, $5,000 per day for each day after the 10 th that possession is not delivered. If possession of the Premises is not delivered by the 15th, Lessee shall have the right to terminate this Lease by written notice to Lessor given no later than November 18th , in which case all rights and obligations of the agreed condition, parties hereunder shall terminate. If Lessee does not elect to Tenant by July 14, 1997, Landlord shall not be in default under this Lease, nor shall this terminate the Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconductas set forth hereinabove, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth continue in full force and effect and Lessor shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithas soon as possible.

Delivery of Possession. (a) If the Landlord shall deliver be unable to give ---------------------- possession of the Initial Leases Premises to Tenant upon vacation on the Commencement Date by reason of any of the Initial Premises by following: (i) the current tenant, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession has not completed its preparation of the Additional Space to Tenant at such time as Leases Premises, (ii) the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) If Landlord is unable to deliver give possession of the Initial Space to Tenant Leased Premises by May 12reason of the holding over or retention of possession of any tenant, 1997tenants or occupants, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997(iii) for any other reason, Landlord shall not be subject to any liability for failure to give possession, although Tenant shall have the right to terminate this lease if the Leased Premises are not Substantially Completed (as hereinafter defined), for any reason other than delays caused by Tenant, by the ninetieth (90/th/) day after the Commencement Date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Leased Premises are available for occupancy, and no such failure to give possession on the Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. In the event that the Commencement Date is delayed pursuant to this Subsection 2.4, the expiration Date shall be deemed automatically adjusted so as to cause the Lease Term to remain the same. As used in default under this Lease, nor the term "Substantial Completion" shall this Lease be void, voidable or cancelable by mean the date on which the earlier of the following three events shall occur: (i) the Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver occupies the Leased Premises or a portion thereof; (ii) the date on which the Landlord or its agent sufficiently complete the Landlord's Work to enable the Tenant is caused by the existing tenant's hold over in to use the Leased Premises beyond for the term of its current lease purposes intended; or by (iii) the date on which the Landlord or Landlord's gross negligence or willful misconductAgents sufficiently complete the Landlord's Work to enable the Tenant's contractors, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereofif any, to Tenant begin or complete any additional work or a portion thereof not to be performed by reason of Force Majeure the Landlord or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithits agents.

Delivery of Possession. (a) Landlord shall deliver possession construct the Buildings pursuant to Paragraph 1 of the Initial Work Letter and deliver the Leased Premises to Tenant upon vacation of on the Initial Premises by date (the current tenant“Delivery Date”) that the Required Delivery Condition has been achieved. As used herein, which the term “Required Delivery Condition” means (i) the steel structure has been constructed, (ii) the concrete slab and decks have been poured, and (iii) fireproofing is anticipated complete. Landlord shall cause the Required Delivery Condition to be no later than May 12achieved by November 1, 1997. 2016 (b) Landlord shall deliver possession of the Additional Space as such date may be extended due to Tenant at such time as the Improvement Work Delays and up to ninety (as defined in Paragraph 2.5 below90) is substantially completed pursuant to the Work Letter. (c) days of Force Majeure). If Landlord is unable to so deliver possession of the Initial Space Leased Premises to Tenant by May 12, 1997, or the Additional Space, in the agreed conditioncondition on or before the such date (as extended, to Tenant by July 14, 1997if applicable), Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term lapse of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the a delivery grace period above set forth shall be extended for of one hundred twenty (120) days after such number of days date (as Landlord may be delayed in delivering possession of the Leased Premisesextended, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenantif applicable). If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Tenant Delays and up to ninety (90) days of Force Majeure or the actions or inactions of TenantMajeure), then Tenant's sole remedy Tenant shall be entitled to terminate this LeaseLease by written notice delivered to Landlord within ten (10) days after the expiration of the delivery grace period (as extended, if applicable), and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given delay except as provided in good faithParagraph 2.8(c) below.

Delivery of Possession. On or before the Lease Commencement Date, Landlord, at its cost, shall have substantially completed the work, if any, required to be completed by Landlord prior to the delivery of the Premises to Tenant, as described in Exhibit “C” to this Lease (athe “Landlord’s Work”) Landlord and shall deliver the Premises to Tenant clean and free of debris, and with all Building systems (including those serving the Premises), including the roof and the plumbing, fire safety, HVAC, lighting, and electrical systems and equipment in good working order. For purposes of this Paragraph, the term “substantially complete” shall mean completed to such an extent that Tenant can commence its work, if Landlord /s/ JC Tenant /s/ RCB any, to be undertaken by Tenant, as described in Exhibit “C” to this Lease (the “Tenant’s Work”), without material delay or interference due to the completion of Landlord’s Work, or if no such Tenant’s Work is to be undertaken, then such term shall mean completed to such an extent that the Landlord’s Work can be finally completed within 30 days and without material interference to Tenant’s occupancy and use of the Premises. If possession of the Initial Premises (including, without limitation, substantial completion of the Landlord’s Work, if any) is not delivered to Tenant upon vacation of on or before the Initial Premises by the current tenant, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession of the Additional Space to Tenant at such time as the Improvement Work (as defined Lease Commencement Date stated in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) If Landlord is unable to deliver possession of the Initial Space to Tenant by May 122.5.1, 1997above, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997, then Landlord shall not be in default liable for any damage caused by such delay, and such delay shall neither affect the validity of this Lease, affect Tenant’s obligations under this Lease, nor extend the Term. Tenant’s acceptance of possession of the Premises shall this Lease be voidconstitute Tenant’s acknowledgment that it has inspected the Premises, voidable or cancelable by Tenant until October 15that, 1997 (to the "delivery grace period"); howeverbest of Tenant’s knowledge, if Landlord's inability the Premises comply with all applicable laws and ordinances, and that the Premises are in first-class condition and repair. Except for any items set forth on a written “punch-list” of excepted items delivered to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, Landlord upon the Lease Commencement Date Date, Tenant shall not be deemed to have occurred until (i) acknowledged that Landlord’s Work has been substantially completed, (ii) accepted the actual date of delivery. AdditionallyPremises in its then as-is condition with no right to require Landlord to perform any additional work therein, the delivery grace period above except as set forth shall be extended for such number of days as Landlord may be delayed in delivering possession on the punch list, and (iii) waived any express or implied warranties regarding the condition of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason implied warranties of Force Majeure fitness for a particular purpose or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithmerchantability.

Delivery of Possession. (a) The Premises shall be delivered to Tenant upon Substantial Completion of the Tenant Improvements to be constructed in the Premises by Landlord pursuant to Paragraph 4 below. The parties presently estimate that the date of Substantial Completion will be on or about January 1, 2009. Except as otherwise expressly provided below, if Substantial Completion of the Tenant Improvements and delivery of possession of the Premises is delayed for any reason whatsoever, this Lease shall not be void or voidable nor shall such delay amend Tenant's obligations under this Lease, but Landlord shall use reasonable efforts to Substantially Complete the Tenant Improvements and deliver the Premises to Tenant as soon as commercially reasonably possible after January 1, 2009. Notwithstanding the foregoing, if the Commencement Date has not occurred by May 1, 2009 (the "Termination Trigger Date")(which Termination Trigger Date shall be extended by the length of any delay in the delivery of possession of the Premises to Tenant with the Tenant Improvements Substantially Completed that results from a Tenant Delay or from strikes, lockout, labor disputes, shortages of material or labor, fire or other casualty, acts of God or any other cause beyond the commercially reasonable control of Landlord ("Force Majeure")), Tenant, as Tenant's sole remedy, may notify Landlord in writing that Tenant elects to terminate this Lease effective as of the date thirty (30) days following the date of such written notice, and, if Landlord does not deliver possession of the Initial Premises to Tenant upon vacation with the Tenant Improvements Substantially Completed on or before the end of the Initial Premises by the current tenantsuch thirty (30) day period, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession of the Additional Space to Tenant at such time as the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) If Landlord is unable to deliver possession of the Initial Space to Tenant by May 12, 1997, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); howevershall terminate. However, if Landlord's inability to so deliver Landlord delivers the Leased Premises to Tenant is caused by with the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for Tenant Improvements Substantially Completed within such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period thirty (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant)30) day period, then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given shall continue in good faitheffect.

Delivery of Possession. (a) Landlord shall deliver to Tenant possession of the Initial Leased Premises to Tenant upon vacation of in its then "AS-IS" condition, "WITH ALL FAULTS," on the Initial Premises by the current tenant, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession of the Additional Space to Tenant at such time as the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) Intended Commencement Date. If Landlord is unable to so deliver possession of the Initial Space Leased Premises to Tenant by May 12, 1997, on or before the Additional Space, in the agreed condition, to Tenant by July 14, 1997Intended Commencement Date, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 the lapse of ninety (90) days after the Intended Commencement Date (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, Premises to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this LeaseLease by written notice delivered to Landlord within ten days after the expiration of the delivery grace period (as extended, if applicable), and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faith.

Delivery of Possession. (a) Landlord shall deliver possession construct the Building pursuant to Paragraph 1 of the Initial Work Letter and deliver the Leased Premises to Tenant upon vacation of on the Initial Premises by date (the current tenant“Delivery Date”) that the Required Delivery Condition has been achieved. As used herein, which the term “Required Delivery Condition” means (i) the steel structure has been constructed, (ii) the concrete slab and decks have been poured, and (iii) fireproofing is anticipated complete. Landlord shall cause the Required Delivery Condition to be no later than May 12achieved by November 1, 1997. 2016 (b) Landlord shall deliver possession of the Additional Space as such date may be extended due to Tenant at such time as the Improvement Work Delays and up to ninety (as defined in Paragraph 2.5 below90) is substantially completed pursuant to the Work Letter. (c) days of Force Majeure). If Landlord is unable to so deliver possession of the Initial Space Leased Premises to Tenant by May 12, 1997, or the Additional Space, in the agreed conditioncondition on or before the such date (as extended, to Tenant by July 14, 1997if applicable), Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term lapse of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the a delivery grace period above set forth shall be extended for of one hundred twenty (120) days after such number of days date (as Landlord may be delayed in delivering possession of the Leased Premisesextended, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenantif applicable). If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Tenant Delays and up to ninety (90) days of Force Majeure or the actions or inactions of TenantMajeure), then Tenant's sole remedy Tenant shall be entitled to terminate this LeaseLease by written notice delivered to Landlord within ten (10) days after the expiration of the delivery grace period (as extended, if applicable), and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given delay except as provided in good faithParagraph 2.8(c) below.

Delivery of Possession. (a) Commencement Date & Term. Tenant acknowledges that as of Expansion Space B is presently leased and occupied by Adobe Systems Inc. Notwithstanding any provision of the Lease to the contrary, Landlord shall deliver possession of the Initial Premises Expansion Space B to Tenant upon vacation within five (5) days after the Expansion Space B is vacated and surrendered by Adobe Systems, Inc. for purposes of any design and construction desired by Tenant in Expansion Space B (the "Delivery Date"). Upon such delivery, Expansion Space B becomes a part of the Initial Premises by Demised Premises, upon and subject to all of the current tenantterms, which is anticipated to be no covenants and conditions of the Lease except as expressly provided herein. The term of the lease of Expansion Space B (the "Space B Term") shall commence (the "Space B Commencement Date" or "SBCD") upon the later than May 12, 1997. of (a) sixty (60) days after the Delivery Date or (b) November 1, 1999, and shall continue for a term of sixty (60) months thereafter. If Landlord shall deliver does not obtain and tender possession of Expansion Space B by reason of the Additional Space to Tenant at such time as following: (i) the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) If Landlord is unable to deliver holding over or retention of possession of the Initial Space to Tenant by May 12any tenant, 1997tenants, or the Additional Spaceoccupants, in the agreed conditionor (ii) for any other reason, to Tenant by July 14, 1997, then Landlord shall not be in default under this Leasesubject to any liability for the failure to give possession on said date, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, provided that if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, Expansion Space B is not delivered to Tenant by reason September 15, 1999, this Amendment shall terminate, at Tenant's option, by written notice to Landlord no later than September 21, 1999, except for those provisions which expressly survive such termination. Except as provided in the immediately preceding sentence, no such failure to give possession shall affect the validity of Force Majeure the Lease, as amended, or the action or inaction obligations of Tenantthe Tenant hereunder. Within thirty (30) days following the occurrence of the SBCD, Landlord and Tenant shall enter into an agreement (which is attached hereto as Exhibit B) confirming such date. If Landlord is unable Tenant fails to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant)enter into such agreement, then Tenant's sole remedy the SBCD shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date designated by Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithsuch agreement.

Delivery of Possession. On or before the Commencement Date, Sublessor, at its cost, shall have substantially completed the work, if any, required to be completed by Sublessor prior to the delivery of the Premises to Subtenant, as described in Exhibit “C” to this Sublease (a) Landlord the “Sublessor’s Work”). For purposes of this Paragraph, the term “substantially complete” shall deliver mean completed to such an extent that Subtenant can commence its work, if any, to be undertaken by Subtenant, as described in Exhibit “C” to this Sublease (the “Subtenant’s Work”), without material delay or interference due to the completion of Sublessor’s Work, or if no such Subtenant’s Work is to be undertaken, then such term shall mean completed to such an extent that the Sublessor’s Work can be finally completed within 30 days and without material interference to Subtenant’s occupancy and use of the Premises. If possession of the Initial Premises (including, without limitation, substantial completion of Sublessor’s Work, if any) is not delivered to Tenant upon vacation Subtenant on or before the Commencement Date, then Sublessor shall not be liable for any damage caused by such delay, and such delay shall neither affect the validity of this Sublease, affect Subtenant’s obligations under this Sublease, nor extend the Initial Premises by Term, except that, unless Subtenant has caused or contributed to such delay, all rental obligations of Subtenant (including the current tenant, which is anticipated obligation to pay Basic Monthly Rent) shall be no later than May 12, 1997. (b) Landlord shall deliver abated until possession of the Additional Space Premises is delivered to Tenant Subtenant. If any such delay is caused or contributed to by Subtenant then, upon demand, Subtenant shall pay to Sublessor rent (at such time as the Improvement Work (as defined in Paragraph 2.5 belowrate of 1/30th of the Basic Monthly Rent per day) is substantially completed pursuant to the Work Letter. (c) If Landlord is unable to deliver shall be abated until possession of the Initial Space Premises is delivered to Tenant Subtenant. Except for any items set forth on a “punch-list” of excepted items delivered to Sublessor upon the date possession of the Premises are delivered to Subtenant, and except as otherwise provided to the contrary in this Sublease, Subtenant shall, by May 12acceptance of possession of the Premises, 1997, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until (i) acknowledged that Sublessor’s Work has been substantially completed and that the actual date of delivery. AdditionallyPremises are in first-class condition and repair (ii) accepted the Premises in its then as-is condition with no right to require Sublessor to perform any additional work therein, the delivery grace period above except as set forth shall be extended for such number of days as Landlord may be delayed in delivering possession on the punch list, (iii) acknowledged that the Premises comply with all applicable laws and ordinances, and (iv) waived any express or implied warranties regarding the condition of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason implied warranties of Force Majeure fitness for a particular purpose or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithmerchantability.

Delivery of Possession. (a) Landlord shall agrees to deliver possession of the Initial Premises Expansion Space to Tenant upon vacation of when the Initial Premises by Tenant Improvements for the current tenant, which is anticipated to be no later than May 12, 1997. Expansion Space have been substantially completed in accordance with Section (b) above. The parties estimate that Landlord shall will deliver possession of the Additional Expansion Space to Tenant at such time as and the Improvement Work (as defined in Paragraph 2.5 below) is New Term will commence on or before September 1, 2000. Subject to the terms and conditions of the Amendment, Landlord agrees to use its commercially reasonable efforts to cause the Expansion Space to be substantially completed pursuant to the Work Letter. (c) If on or before September 1, 2000. Tenant agrees that if Landlord is unable to deliver possession of the Initial Expansion Space to Tenant by May 12on or prior to September 1, 19972000, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997, Landlord shall Amendment will not be in default under this Leasevoid or voidable, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall will Landlord be liable in damages to Tenant for any loss or damage resulting therefrom. Landlord shall deliver the Expansion Space to Tenant broom clean, with all Building systems operating and in good working order. Notwithstanding the foregoing, Tenant shall be entitled to occupy the ninth (9th) floor for fourteen (14) days prior to the New Premises Commencement Date for purposes of installing Tenant's furniture, fixtures and equipment ("Tenant's Work"). Tenant's Work shall be performed by Tenant at its sole cost and expense. Such early occupancy shall be subject to all of the terms and conditions of the Lease as amended by the Amendment, including, without limitation, the provisions of Sections 15 through 18, except that provided Tenant does not commence the operation of business from the ninth (9th) floor, Tenant will not be obligated to pay Base Rental or any additional rent during such delayearly occupancy period. Tenant may shall provide Landlord with prior notice of any such intended early occupancy so as not terminate this Lease at any time after to interfere with Landlord in the date Landlord notifies completion of the Tenant that Improvements for the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithNew Premises.

Delivery of Possession. The parties contemplate that the Sublease Premises shall be remodeled and improved as set forth in the Work Letter (athe "Work Letter") Landlord attached hereto as EXHIBIT C. Sublessor shall deliver possession the Sublease Premises to Sublessee upon substantial completion of the Initial Premises to Tenant upon vacation of the Initial Premises by the current tenantImprovements, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession of the Additional Space to Tenant at such time as the Improvement Work (as defined in, and in Paragraph 2.5 below) is substantially completed pursuant to the manner required by, the Work Letter. (c) If Landlord is unable to deliver possession . Upon delivery of possession, the Sublease Premises shall be in broom clean condition and, except for the Improvements, in substantially the same condition as the Sublease Premises are in as of the Initial Space to Tenant by May 12, 1997, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of deliverythis Sublease, reasonable wear and tear excepted. AdditionallySublessor shall use commercially reasonable efforts to complete the Improvements on or before June 27, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises1998; provided, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and that in no event shall Landlord failure by Sublessor to complete the Improvements and deliver the Sublease Premises to Sublessee by such date result in termination of this Sublease or liability to Sublessor. Notwithstanding anything to the contrary herein, if Sublessor fails to deliver the Sublease Premises to Sublessee on or before September 1, 1998 (which date shall be liable in damages extended by any period of delay caused by an event of "Force Majeure" (as hereinafter defined) or the acts or omissions of Sublessee), Sublessee may by 30 days advance written notice to Tenant for such delay. Tenant may not Sublessor terminate this Lease at Sublease, provided that if Sublessor shall tender possession of the Sublease Premises to Sublessee within such 30-day period, such termination notice shall not be effective and this Sublease shall not terminate. In the event of any time after such termination, this Sublease shall be of no force or effect and the date Landlord notifies Tenant that parties shall have no further rights, obligations or liabilities to each other with regard to the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithsubject matter hereof.

Delivery of Possession. (a) Landlord shall deliver possession of the Initial Premises to Tenant upon vacation of the Initial Premises by the current tenant, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession of the Additional Space to Tenant at such time as the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) If Landlord Sublandlord is unable to deliver possession of the Initial Space Premises to Tenant Subtenant on or before October 20, 2003, for any reason whatsoever (unless due to Subtenant Delay or Force Majeure, as defined in Exhibit E), Sublandlord shall not be subject to any liability for failure to give possession on said date and the validity of this Sublease shall not be impaired under such circumstances, nor shall the same be construed in any way to extend the term of this Sublease; provided, however, that (a) Subtenant’s obligation to pay Fixed Rent or Additional Rent due hereunder shall not commence until such date after October 20, 2003 that Sublandlord delivers the Premises to Subtenant in the condition required by May 12, 1997, or this Sublease (unless Subtenant actually occupies and conducts business from the Additional SpacePremises prior to such date); and (b) in the event that Sublandlord does not deliver the Premises to Subtenant, in the agreed conditioncondition required in this Sublease, on or before October 20, 2003, or such later date as may be extended by Subtenant Delay or Force Majeure Delay (as set forth in Exhibit E hereto), Subtenant shall receive a rent credit in an amount equal to Tenant by July 14, 1997, Landlord shall not be the lesser of (i) one-half the holdover rent in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (excess of the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond rent PRN paid during the term of its current lease that PRN actually pays to its current landlord; and (ii) $1,300 per day, for the period of time commencing on October 21, 2003, or such later date as may be extended by Landlord's gross negligence Subtenant Delay or willful misconductForce Majeure Delay (as set forth in Exhibit E hereto) through either the Commencement, Date or the date Subtenant terminates this Sublease pursuant to its termination right set forth in this Paragraph 10. Notwithstanding the foregoing, if the Subtenant Improvements have not been Substantially Completed (as defined in Exhibit E) by Sublandlord by April 21, 2004, or such later date as may be extended by Subtenant Delay or Force Majeure Delay (as defined in Exhibit E hereto), (the “Drop Dead Date”‘), Subtenant may, as Subtenant’s sole remedy, terminate this Sublease upon written notice thereof to Sublandlord within the 2-week period following the Drop Dead Date, provided that the Subtenant Improvements have not been substantially completed by the time such notice is given by Subtenant. In the event of such termination, any Security Deposit and prepaid Fixed Rent shall be promptly repaid to Subtenant, and, if applicable, the Lease Commencement Date shall not be deemed Escrow Amount returned in its entirety to have occurred until the actual date Subtenant in accordance with Paragraph 5.f. of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faith.Exhibit E.

Delivery of Possession. (a) Landlord shall deliver to Tenant exclusive, vacant possession of the Initial Premises structurally sound, cleaned and free of debris, furniture, and equipment (unless otherwise agreed to Tenant upon vacation of the Initial Premises by the current tenant, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession of the Additional Space to Tenant at such time as the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) If Landlord is unable to deliver possession of the Initial Space to Tenant by May 12, 1997, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Leasewith all fire protection, sprinkler, fire alarm water, sewer, restrooms, mechanical, electrical, plumbing, elevator and elevator systems and controls, and HVAC for the Building (excluding any supplemental AC units dedicated for a specific area in the Building) in good operating condition and with the roof water-tight, on the earlier of (i) October 1, 2021 and (ii) ten (10) days following mutual execution of this Lease (the “Early Possession Date”); provided that (i) in the event any of the foregoing is not in good operating condition as of the Early Possession Date (each, a “Defect”), unless Landlord has scheduled to correct such Defect within thirty (30) days as of the Early Possession Date, during the first six (6) months after the Early Possession Date, Tenant shall promptly notify Landlord in writing of such Defect after Tenant becomes aware of such Defect, with documentation reasonably demonstrating such Defect exists as of the Early Possession Date and was not caused or exacerbated by Tenant in connection with its Tenant Improvements work or otherwise, and (ii) in no event shall Landlord be liable responsible for any Defects caused or exacerbated by Tenant in damages connection with its Tenant Improvements work or otherwise. From and after the Early Possession Date and prior to Tenant for such delay. Tenant may not terminate the Commencement Date, Tenant’s use of the Premises shall be subject to all of the terms and conditions of this Lease except for the obligations to pay rent. Tenant’s acceptance of the Premises shall not be deemed a waiver of Tenant’s right to have the Defects corrected as required hereunder at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery no cost to Tenant, unless Landlord's notice is not given in good faith.

Delivery of Possession. On or before the Lease Commencement Date, Landlord, at its cost, shall have substantially completed the work, if any, required to be completed by Landlord prior to the delivery of the Premises to Tenant, as described in Exhibit “C” to this Lease (athe “Landlord's Work”). For purposes of this Paragraph, the term “substantially complete” shall mean completed to such an extent that Tenant can commence its work, if any, to be undertaken by Tenant, as described in Exhibit “C” to this Lease (the “Tenant’s Work”), without material delay or interference due to the completion of Landlord’s Work, or if no such Tenant’s Work is to be undertaken, then such term shall mean completed to such an extent that the Landlord’s Work can be finally completed within thirty (30) Landlord shall deliver days and without material interference to Tenant’s occupancy and use of the Premises. If possession of the Initial Premises (including, without limitation, substantial completion of the Landlord’s Work, if any) is not delivered to Tenant upon vacation of on or before the Initial Premises by the current tenant, which is anticipated to be no later than May 12, 1997. (b) Landlord shall deliver possession of the Additional Space to Tenant at such time as the Improvement Work (as defined Lease Commencement Date stated in Paragraph 2.5 below) is substantially completed pursuant to the Work Letter. (c) If Landlord is unable to deliver possession of the Initial Space to Tenant by May 122.4.1, 1997above, or the Additional Space, in the agreed condition, to Tenant by July 14, 1997, then Landlord shall not be in default liable for any damage caused by such delay, and such delay shall neither affect the validity of this Lease, affect Tenant’s obligations under this Lease, nor extend the Term. Tenant’s acceptance of possession of the Premises shall this Lease be voidconstitute Tenant’s acknowledgement that it has inspected the Premises, voidable or cancelable by that Tenant until October 15accepts the Premises in its then “as is” condition, 1997 (that to the "delivery grace period"); howeverbest of Tenant’s knowledge the Premises comply with all applicable laws and ordinances, if Landlord's inability and that the Premises are in first-class condition and repair. Except, for any items set forth on a “punch list” of excepted items delivered to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, Landlord upon the Lease Commencement Date Date, Tenant shall not be deemed to have occurred until (i) acknowledged that Landlord’s Work has been substantially completed and (ii) accepted the actual date of delivery. AdditionallyPremises in its then as-is condition with no right to require Landlord to perform any additional work therein, the delivery grace period above except as set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of on the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithpunch list.

Delivery of Possession. (a) Landlord shall will deliver possession of the Initial Premises to Tenant upon vacation in its current "as-is" condition with the addition of the Initial Premises by the current tenant, only those items of work described on EXHIBIT "C" which is anticipated are to be no later than May 12substantially completed by Landlord on or before the Estimated Commencement Date. If, 1997. (b) for any reason not caused by Tenant, Landlord shall cannot deliver possession of the Additional Space Premises to Tenant at on the Estimated Commencement Date, this Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting from such time delay. If the delay in possession is caused by Xxxxxx, then the Term and Xxxxxx's obligation to pay rent will commence as of the Improvement Work (as defined in Paragraph 2.5 below) is substantially completed pursuant to date the Work Letter. (c) If Commencement Date would have occurred but for Tenant's delay; even though Xxxxxx does not yet have possession. Notwithstanding the foregoing, Landlord is unable will not be obligated to deliver possession of the Initial Space Premises to Tenant (but Tenant will be liable for rent if Landlord can otherwise deliver the Premises to Tenant) until Landlord has received from Tenant all of the following: (i) a copy of this Lease fully executed by May 12, 1997, or Xxxxxx and the Additional Space, in the agreed condition, to Tenant by July 14, 1997, Landlord shall not be in default guaranty of Tenant's obligations under this Lease, nor if any, executed by the Guarantor(s); (ii) the Security Deposit, the first installment of Monthly Basic Rent, the installment of Monthly Basic Rent for the thirty-sixth (36th) month of the term, and the first installment of Tenant's Share of Operating Expenses, all of which shall be deemed earned by Landlord upon Tenant's execution of this Lease; (iii) copies of policies of insurance or certificates thereof as required under Section 12 of this Lease; and (iv) a copy of the Environmental Questionnaire attached to this Lease be void, voidable or cancelable on EXHIBIT "H" completed and executed by Tenant until October 15, 1997 (the "delivery grace period"); however, if Landlord's inability to so deliver the Leased Premises to Tenant is caused by the existing tenant's hold over in the Leased Premises beyond the term of its current lease or by Landlord's gross negligence or willful misconduct, the Lease Commencement Date shall not be deemed to have occurred until the actual date of delivery. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering possession of the Leased Premises, or any portion thereof, to Tenant by reason of Force Majeure or the action or inaction of Tenant. If Landlord is unable to deliver possession of the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extension thereof by reason of Force Majeure or the actions or inactions of Tenant), then Tenant's sole remedy shall be to terminate this Lease, and in no event shall Landlord be liable in damages to Tenant for such delay. Tenant may not terminate this Lease at any time after the date Landlord notifies Tenant that the Leased Premises have been put into the agreed condition and are available for delivery to Tenant, unless Landlord's notice is not given in good faithXxxxxx.