Common use of Expansion Commencement Date Clause in Contracts

Expansion Commencement Date. Tenant shall lease the Expansion Premises effective as of the date (“Expansion Commencement Date”) that is the earlier of (a) the date Tenant commences business operations in the Expansion Premises, or (b) the date of “Substantial Completion” of the “Tenant Improvements” (as those terms are defined below) in the Expansion Premises. Tenant agrees that in the event such work is not Substantially Complete on or before the estimated Expansion Commencement Date for any reason (including any holdover by the prior tenant of the Expansion Premises), then (a) this Amendment shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items. Notwithstanding anything in this Amendment (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined in the Lease). If Landlord is delayed in achieving Substantial Completion due to a delay caused by Tenant or Tenant’s employees, agents or contractors (“Tenant Delays”), the date of Substantial Completion of the Tenant Improvements for purposes of calculating the Expansion Commencement Date will be deemed to be the date that Substantial Completion would have occurred absent such delay. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Expansion Commencement Date within ten (10) business days after Tenant takes occupancy of the Expansion Premises, in the form attached as Exhibit C hereto (the “Acknowledgement”). Failure to execute and deliver the Acknowledgment, however, shall not affect the Expansion Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or similar governmental licensing required for the Permitted Use shall not extend the Expansion Commencement Date. Effective as of the Expansion Commencement Date, all references to the “Premises” shall mean and refer to the Existing Premises as expanded by the Expansion Premises. In the event that the Substantial Completion of the Tenant Improvements has not occurred by the date which is nine (9) months after the anticipated date of Substantial Completion, as such date may be extended by the number of days of Tenant Delays, delays due to the existing tenant’s failure to timely vacate the Expansion Premises and the number of days of delay caused by Force Majeure (as so extended, the “Outside Date”), then the sole remedy of Tenant shall be the right to deliver a notice to Landlord (the “Outside Date Termination Notice”) electing to terminate this Amendment effective upon receipt of the Outside Date Termination Notice by Landlord (the “Effective Date”). Except as provided hereinbelow, the Outside Date Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date and not later than five (5) business days after the Outside Date. If Tenant delivers the Outside Date Termination Notice to Landlord, then Landlord shall have the right to suspend the Effective Date for a period ending thirty (30) days after the original Effective Date. In order to suspend the Effective Date, Landlord must deliver to Tenant, within five (5) business days after receipt of the Outside Date Termination Notice, a certificate of the Contractor certifying that it is such Contractor’s best good faith judgment that Substantial Completion of the Tenant Improvements will occur within thirty (30) days after the original Effective Date. If Substantial Completion of the Tenant Improvements occurs within said thirty (30) day suspension period, then the Outside Date Termination Notice shall be of no further force and effect; if, however, Substantial Completion of the Tenant Improvements does not occur within said thirty (30) day suspension period, then this Amendment shall terminate as of the date of expiration of such thirty (30) day period. If Tenant exercises its termination right pursuant to this paragraph, this Amendment will be terminated and of no force or effect, but the Existing Lease shall remain in full force and effect as to the Existing Premises.

Expansion Commencement Date. Tenant After the execution and delivery of this First Amendment by all parties hereto, Landlord shall lease complete the Landlord’s Expansion Work at Landlord’s sole cost and expense and thereafter deliver possession of the Expansion Premises effective as to the Tenant for the purpose of the date (“Expansion Commencement Date”) that is the earlier of (a) the date Tenant commences business operations in making the Expansion Premises, or (b) the date of “Substantial Completion” of the “Tenant Improvements” (as those terms are defined below) in the Expansion Premises. Tenant agrees that in the event such work is not Substantially Complete on or before the estimated Expansion Commencement Date for any reason (including any holdover by the prior tenant of the Expansion Premises), then (a) this Amendment shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined terms hereof. The Expansion Commencement Date shall be the date set forth in the definition of that term in Section 2 hereof. Tenant acknowledges that upon the substantial completion of Landlord’s Expansion Work Letter), except for minor punch list items. Notwithstanding anything in this Amendment (including the Work Letter) Expansion Premises shall be delivered AS IS and that no representations as to the contrarycondition of the Expansion Premises have been made by Landlord, provided that all base building systems shall be in good working order at the time of delivery of the Expansion Premises to Tenant. The taking of possession by Tenant shall establish that the Expansion Premises are in good and satisfactory condition when possession was so taken and the Expansion Commencement Date shall occur as provided in the definition of that term. In no event shall Tenant’s refusal or failure to take possession of the Expansion Premises delay or postpone the occurrence of the Expansion Commencement Date unless such refusal or failure is a result of Landlord’s obligation failure to timely achieve Substantial Completion provide the Expansion Premises in good and satisfactory condition. Tenant’s possession of the Expansion Premises prior to the Expansion Commencement Date shall be solely for purposes of moving in furniture and equipment, preparing cabling and wiring and performing the Expansion Improvements as provided above and shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined in the Lease). If Landlord is delayed in achieving Substantial Completion due to a delay caused by Tenant or Tenant’s employees, agents or contractors (“Tenant Delays”), the date of Substantial Completion all of the terms and conditions of this Lease, except that Tenant Improvements shall not be required to pay Base Rent for purposes the Expansion Premises with respect to the period of calculating time prior to the Expansion Commencement Date will be deemed to be the date that Substantial Completion would have occurred absent during which Tenant performs such delaywork. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Expansion Commencement Date within ten (10) business days after Tenant takes occupancy of the Expansion Premises, in the form attached as Exhibit C hereto (the “Acknowledgement”). Failure to execute and deliver the AcknowledgmentTenant, however, shall not affect be liable for payment of any above standard services (such as after hours HVAC service) that are provided to Tenant during the period of Tenant’s possession of the Expansion Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant Premises prior to obtain validation by any medical review board or similar governmental licensing required for the Permitted Use shall not extend the Expansion Commencement Date. Effective as of the Expansion Commencement Date, all references to the “Premises” shall mean and refer to the Existing Premises as expanded by the Expansion Premises. In the event that the Substantial Completion of the Tenant Improvements has not occurred by the date which is nine (9) months after the anticipated date of Substantial Completion, as such date may be extended by the number of days of Tenant Delays, delays due to the existing tenant’s failure to timely vacate the Expansion Premises and the number of days of delay caused by Force Majeure (as so extended, the “Outside Date”), then the sole remedy of Tenant shall be the right to deliver a notice to Landlord (the “Outside Date Termination Notice”) electing to terminate this Amendment effective upon receipt of the Outside Date Termination Notice by Landlord (the “Effective Date”). Except as provided hereinbelow, the Outside Date Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date and not later than five (5) business days after the Outside Date. If Tenant delivers the Outside Date Termination Notice to Landlord, then Landlord shall have the right to suspend the Effective Date for a period ending thirty (30) days after the original Effective Date. In order to suspend the Effective Date, Landlord must deliver to Tenant, within five (5) business days after receipt of the Outside Date Termination Notice, a certificate of the Contractor certifying that it is such Contractor’s best good faith judgment that Substantial Completion of the Tenant Improvements will occur within thirty (30) days after the original Effective Date. If Substantial Completion of the Tenant Improvements occurs within said thirty (30) day suspension period, then the Outside Date Termination Notice shall be of no further force and effect; if, however, Substantial Completion of the Tenant Improvements does not occur within said thirty (30) day suspension period, then this Amendment shall terminate as of the date of expiration of such thirty (30) day period. If Tenant exercises its termination right pursuant to this paragraph, this Amendment will be terminated and of no force or effect, but the Existing Lease shall remain in full force and effect as to the Existing Premises.

Expansion Commencement Date. Landlord shall deliver the Expansion Premises free of all tenants and occupants and broom clean. The date Landlord delivers the Expansion Premises to Tenant shall be referred to herein as the “Expansion Premises Delivery Date”. Landlord estimates that the Expansion Premises Delivery Date will occur on the date that the parties mutually execute and deliver this Amendment (the “Estimated Delivery Date”). However, in attempting to accomplish the foregoing, Landlord shall not be obligated to exercise any efforts or to expend any sums which are out of the ordinary course of operating the Building. Landlord’s failure to deliver, or delay in delivering, such space on or about the Estimated Delivery Date, for any reason, shall not give rise to any liability of Landlord hereunder, shall not constitute a default by Landlord, shall not affect the validity of the Lease as amended hereby, shall not affect Tenant’s obligations to lease such space when delivered, and shall not affect the end of the Term as otherwise determined hereunder or Tenant’s obligations associated therewith. Upon Tenant’s request, from time to time, Landlord shall provide to Tenant the status of the availability of the Expansion Premises, and, if Landlord reasonably believes that the Expansion Premises Delivery Date will not occur on or about the Estimated Delivery Date, then Landlord shall endeavor to provide ten (10) days’ prior notice to Tenant of the anticipated Expansion Premises Delivery Date. The “Expansion Commencement Date” shall mean earlier of: (i) October 1, 2021 (the “Estimated Expansion Commencement Date”), (ii) the date on which Tenant first enters into possession of all or any portion of the Expansion Premises for the conduct of its business. Tenant shall lease the Expansion Premises effective in its “as-is” condition as of the date (“Expansion Commencement Date”) that is the earlier of (a) the date Tenant commences business operations this Amendment, and Landlord shall not be obligated to perform any tenant improvements or provide any allowance in connection with Tenant’s lease of the Expansion Premises, or (b) the date of “Substantial Completion” of the “Tenant Improvements” (as those terms are defined below) in except for the Expansion PremisesAllowance as expressly set forth below. Tenant agrees that in the event such work is not Substantially Complete on or before the estimated Expansion Commencement Date for any reason (including any holdover by the prior tenant of the Expansion Premises), then (a) this Amendment shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items. Notwithstanding anything in this Amendment (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined in the Lease). If Landlord is delayed in achieving Substantial Completion due to a delay caused by Tenant or Tenant’s employees, agents or contractors (“Tenant Delays”), the date of Substantial Completion of the Tenant Improvements for purposes of calculating Following the Expansion Commencement Date will be deemed to be the date that Substantial Completion would have occurred absent such delay. Date, upon request of either party, Landlord and Tenant shall execute and deliver to Landlord a written acknowledgment confirmation of the actual Expansion Commencement Delivery Date within ten (10) business days after Tenant takes occupancy of the Expansion Premises, in the form attached as Exhibit C hereto (the “Acknowledgement”). Failure to execute and deliver the Acknowledgment, however, shall not affect the Expansion Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or similar governmental licensing required for the Permitted Use shall not extend the Expansion Commencement Date. Effective as of the Expansion Commencement Date, all references to the “Premises” shall mean and refer to the Existing Premises as expanded by the Expansion Premises. In the event that the Substantial Completion of the Tenant Improvements has not occurred by the date which is nine (9) months after the anticipated date of Substantial Completion, as such date may be extended by the number of days of Tenant Delays, delays due to the existing tenant’s failure to timely vacate the Expansion Premises and the number of days of delay caused by Force Majeure (as so extended, the “Outside Date”), then the sole remedy of Tenant shall be the right to deliver a notice to Landlord (the “Outside Date Termination Notice”) electing to terminate this Amendment effective upon receipt of the Outside Date Termination Notice by Landlord (the “Effective Date”). Except as provided hereinbelow, the Outside Date Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date and not later than five (5) business days after the Outside Date. If Tenant delivers the Outside Date Termination Notice to Landlord, then Landlord shall have the right to suspend the Effective Date for a period ending thirty (30) days after the original Effective Date. In order to suspend the Effective Date, Landlord must deliver to Tenant, within five (5) business days after receipt of the Outside Date Termination Notice, a certificate of the Contractor certifying that it is such Contractor’s best good faith judgment that Substantial Completion of the Tenant Improvements will occur within thirty (30) days after the original Effective Date. If Substantial Completion of the Tenant Improvements occurs within said thirty (30) day suspension period, then the Outside Date Termination Notice shall be of no further force and effect; if, however, Substantial Completion of the Tenant Improvements does not occur within said thirty (30) day suspension period, then this Amendment shall terminate as of the date of expiration of such thirty (30) day period. If Tenant exercises its termination right pursuant to this paragraph, this Amendment will be terminated and of no force or effect, but the Existing Lease shall remain in full force and effect as to the Existing Premises.

Expansion Commencement Date. Tenant If Landlord has received or is deemed as aforesaid to have received a Notice to Proceed, Landlord shall lease cause the Expansion Premises effective as of the date (“Expansion Commencement Date”) that is the earlier of (a) the date Tenant commences business operations in the Expansion PremisesSpace to be Substantially Completed, or (b) the date of “Substantial Completion” of the “Tenant Improvements” (as those terms are defined below) in the Expansion Premises. Tenant agrees that in the event such work is not Substantially Complete subject to Permitted Delays, on or before the estimated Expansion Commencement Date for any reason date (including any holdover by "EXPANSION COMPLETION DATE") that occurs not later than the prior tenant expiration of the Expansion Premises), then (a) this Amendment shall not be void or voidable, (b) Construction Period. Landlord shall not be liable extend commercially reasonable efforts to Tenant for any loss or damage resulting therefromSubstantially Complete the Expansion Space no later than the Expansion Completion Date. The term “date on which the Expansion Space is Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items. Notwithstanding anything in this Amendment (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion Complete shall be subject known as the "EXPANSION COMMENCEMENT DATE." However, if Landlord fails to extension on a day-for-day basis as a result of Force Majeure (as defined in the Lease). If Landlord is delayed in achieving Substantial Completion due to a delay caused by Tenant or Tenant’s employees, agents or contractors (“Tenant Delays”), the date of Substantial Completion of the Tenant Improvements for purposes of calculating Substantially Complete the Expansion Commencement Date will be deemed to be the date that Substantial Completion would have occurred absent such delay. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Expansion Commencement Date within ten (10) business days after Tenant takes occupancy of Space on or before the Expansion PremisesCompletion Date, in the form attached as Exhibit C hereto (the “Acknowledgement”)Tenant's sole remedy for such failure shall be to pursue an action for specific performance against Landlord. Failure to execute and deliver the Acknowledgment, however, shall not affect the Expansion Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or similar governmental licensing required for the Permitted Use shall not extend the Expansion Commencement Date. Effective as of On the Expansion Commencement Date, all references the Expansion Space shall be deemed to form a part of the Building and the Demised Premises. Notwithstanding the foregoing, in the event Tenant Extensions are applicable to the “Premises” shall mean and refer to the Existing Premises as expanded by Expansion Space, the Expansion Premises. In the event that the Substantial Completion of the Tenant Improvements has not occurred by the date which is nine (9) months after the anticipated date of Substantial Completion, as such date may be extended by the number of days of Tenant Delays, delays due to the existing tenant’s failure to timely vacate the Expansion Premises and the number of days of delay caused by Force Majeure (as so extended, the “Outside Date”), then the sole remedy of Tenant Commencement Date shall be the right to deliver a notice to Landlord (date on which the “Outside Date Termination Notice”) electing to terminate this Amendment effective upon receipt of the Outside Date Termination Notice by Landlord (the “Effective Date”). Except as provided hereinbelow, the Outside Date Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date and not later than five (5) business days after the Outside Date. If Tenant delivers the Outside Date Termination Notice to Landlord, then Landlord shall Expansion Space would have the right to suspend the Effective Date for a period ending thirty (30) days after the original Effective Date. In order to suspend the Effective Date, Landlord must deliver to Tenant, within five (5) business days after receipt of the Outside Date Termination Notice, a certificate of the Contractor certifying that it is such Contractor’s best good faith judgment that Substantial Completion of the Tenant Improvements will occur within thirty (30) days after the original Effective Date. If Substantial Completion of the Tenant Improvements occurs within said thirty (30) day suspension period, then the Outside Date Termination Notice shall be of no further force and effect; if, however, Substantial Completion of the Tenant Improvements does not occur within said thirty (30) day suspension period, then this Amendment shall terminate as of the date of expiration of such thirty (30) day period. If Tenant exercises its termination right pursuant to this paragraph, this Amendment will be terminated and of no force or effectbeen Substantially Complete, but for Tenant Extensions and the Existing Lease Expansion Extension shall remain in full force and effect as to the Existing Premisescommence on such date.

Expansion Commencement Date. Tenant shall lease the Expansion Premises effective as of the date (The “Expansion Commencement Date”) that is the earlier of (a) ” shall be the date Tenant commences business operations in on which the Expansion PremisesImprovements are Substantially Completed. For purposes of this Amendment, or (b) the date of Expansion Improvements shall be deemed to be “Substantial Completion” of the “Tenant ImprovementsSubstantially Completed” (as those terms are defined below) in the Expansion Premises. Tenant agrees that in the event such work is not Substantially Complete on or before the estimated Expansion Commencement Date for any reason (including any holdover by the prior tenant of the Expansion Premises), then (a) this Amendment shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. The term “Substantially Complete” or “Substantial Completion” means that ”) on the date the requisite governmental authority having jurisdiction has issued with respect thereto a temporary certificate of occupancy. Notwithstanding the foregoing, if Lender’s Architect, or if none, the Expansion Architect, has certified in writing that, as of a date certain set forth in such written certification, the Expansion Improvements would have been Substantially Completed but for a Tenant Extension, then the Expansion Improvements are substantially complete shall nevertheless be deemed to be Substantially Completed for purposes of determining the Expansion Commencement Date on the date certain set forth in accordance with Lender’s Architect’s or the Approved Plans Expansion Architect’s aforesaid certification. Section 2.5(b) of the Lease is hereby amended to (A) add the following items to the definition of Tenant Extension: “. . . (D) Tenant’s failure to pay for any Change Order when due, or (E) any Change Order related to a Soil Conditions Adjustment (as defined in Section 2A.5 hereinafter). . ..”; and (B) add the Work Letter), except for minor punch list items. Notwithstanding anything in this Amendment (including the Work Letter) following items to the contrarydefinition of Permitted Delays: “. . . (vi) unusually severe weather; (vii) delays in obtaining building permits; or (viii) other acts or occurrences beyond the reasonable control of Expansion Contractor, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined in the Lease). If Landlord is delayed in achieving Substantial Completion due to a delay caused by Tenant or Tenant’s its employees, agents agents, contractors, subcontractors, sub-subcontractors or contractors (“Tenant Delays”), the date of Substantial Completion of the Tenant Improvements for purposes of calculating the Expansion Commencement Date will be deemed to be the date that Substantial Completion would have occurred absent such delayrepresentatives. Tenant . .” Landlord shall execute and deliver to Landlord written acknowledgment of the actual Expansion Commencement Date within ten (10) business days after Tenant takes occupancy possession of the Expansion Premises, in the form attached as Exhibit C hereto (the “Acknowledgement”). Failure Improvements to execute and deliver the Acknowledgment, however, shall not affect the Expansion Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or similar governmental licensing required for the Permitted Use shall not extend on the Expansion Commencement Date. Effective as of the Expansion Commencement Date, all references to the “Premises” shall mean and refer to the Existing Premises as expanded by the Expansion Premises. In the event that the Substantial Completion of the Tenant Improvements has not occurred by the date which is nine (9) months after the anticipated date of Substantial Completion, as such date may be extended by the number of days of Tenant Delays, delays due to the existing tenant’s failure to timely vacate the Expansion Premises and the number of days of delay caused by Force Majeure (as so extended, the “Outside Date”), then the sole remedy of Tenant shall be the right to deliver a notice to Landlord (the “Outside Date Termination Notice”) electing to terminate this Amendment effective upon receipt of the Outside Date Termination Notice by Landlord (the “Effective Date”). Except as provided hereinbelow, the Outside Date Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date and not later than five (5) business days after the Outside Date. If Tenant delivers the Outside Date Termination Notice to Landlord, then Landlord shall have the right to suspend the Effective Date for a period ending thirty (30) days after the original Effective Date. In order to suspend the Effective Date, Landlord must deliver to Tenant, within five (5) business days after receipt of the Outside Date Termination Notice, a certificate of the Contractor certifying that it is such Contractor’s best good faith judgment that Substantial Completion of the Tenant Improvements will occur within thirty (30) days after the original Effective Date. If Substantial Completion of the Tenant Improvements occurs within said thirty (30) day suspension period, then the Outside Date Termination Notice shall be of no further force and effect; if, however, Substantial Completion of the Tenant Improvements does not occur within said thirty (30) day suspension period, then this Amendment shall terminate as of the date of expiration of such thirty (30) day period. If Tenant exercises its termination right pursuant to this paragraph, this Amendment will be terminated and of no force or effect, but the Existing Lease shall remain in full force and effect as to the Existing Premises.

Expansion Commencement Date. Tenant shall lease the Expansion Premises effective as of the date (The “Expansion Commencement Date”) that is the earlier of (a) the date Tenant commences business operations in the Expansion Premises” shall be March 1, 2008, or (b) if later, the date of “Substantial Completion” of the “Tenant Improvements” substantial completion (as those terms are defined below) in of Tenant’s Expansion Construction (as defined on Exhibit B), provided, however, that the Expansion Premises. Tenant agrees that in extension of the event such work is not Substantially Complete on or before the estimated Expansion Commencement Date for any reason (including any holdover by beyond March 1, 2008 shall be applicable only if and to the prior tenant of the Expansion Premises), then (a) this Amendment shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. The term “Substantially Complete” or “Substantial Completion” means extent that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter)completion of Tenant’s Expansion Construction is delayed beyond March 1, except for minor punch list items. Notwithstanding anything in this Amendment (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis 2008 as a result of Force Majeure (Majeure, as such term is defined in Section 4.2 of the Lease), and/or delays, caused by the action or inaction of Landlord, including but not limited to Landlord’s failure to deliver the Additional Premises as required under this First Amendment on or before November 30, 2007, and provided that as a condition of such extension (except for an extension based on Landlord’s failure to deliver as aforesaid) Tenant shall give notice to Landlord upon earning of the event of Force Majeure or Landlord delay and Tenant shall use all commercially reasonable efforts to substantially complete Tenant’s Expansion Construction as soon as possible thereafter. As used herein, Tenant’s Expansion Construction shall be “substantially complete” or “substantially completed” when Tenant obtains a certificate of occupancy for the Premises allowing the use and occupancy thereof as contemplated in the Lease^ if necessary, and all of Tenant’s Expansion Construction has been completed except for so-called “punch-list items” which shall consist of, for example, minor work, adjustments or installations, the completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. If Landlord is delayed in achieving Substantial Completion due to a delay caused by Tenant or Tenant’s employees, agents or contractors (“Tenant Delays”), the date of Substantial Completion of the Tenant Improvements for purposes of calculating the Expansion Commencement Date will be deemed to be the date that Substantial Completion would have occurred absent such delay. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Expansion Commencement Date within ten (10) business days after Tenant takes occupancy of the Expansion Premises, in the form attached as Exhibit C hereto (the “Acknowledgement”). Failure to execute and deliver the Acknowledgment, however, shall not affect the Expansion Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or similar governmental licensing required for the Permitted Use shall not extend the Expansion Commencement Date. Effective as of the Expansion Commencement Date, all references to the “Premises” shall mean and refer to the Existing Premises as expanded by the Expansion Premises. In the event that the Substantial Completion of the Tenant Improvements has not occurred by delivered the date which is nine (9) months after the anticipated date of Substantial CompletionAdditional Premises to Tenant on or before December 15, as such date may be extended by the number of days of 2007, Tenant Delays, delays due to the existing tenant’s failure to timely vacate the Expansion Premises and the number of days of delay caused by Force Majeure (as so extended, the “Outside Date”), then the sole remedy of Tenant shall be the right to deliver a notice to Landlord (the “Outside Date Termination Notice”) electing to terminate this Amendment effective upon receipt of the Outside Date Termination Notice by Landlord (the “Effective Date”). Except as provided hereinbelow, the Outside Date Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date and not later than five (5) business days after the Outside Date. If Tenant delivers the Outside Date Termination Notice to Landlord, then Landlord shall have the right at its sole election to suspend the Effective Date for a period ending thirty (30) days after the original Effective Date. In order terminate this First Amendment upon written notice to suspend the Effective Date, Landlord must deliver to Tenant, within five (5) business days after receipt of the Outside Date Termination Notice, a certificate of the Contractor certifying that it is such Contractor’s best good faith judgment that Substantial Completion of the Tenant Improvements will occur within thirty (30) days after the original Effective Date. If Substantial Completion of the Tenant Improvements occurs within said thirty (30) day suspension period, then the Outside Date Termination Notice whereupon this First Amendment shall be of no further force and effect; if, however, Substantial Completion of the Tenant Improvements does not occur within said thirty (30) day suspension period, then this Amendment shall terminate as of the date of expiration of such thirty (30) day period. If Tenant exercises its termination right pursuant to this paragraph, this Amendment will be terminated and of no force or effect, but the Existing Lease shall remain in full force and effect as to the Existing Premises.

Expansion Commencement Date. Landlord shall provide Tenant shall lease with an “Acceptance of Expansion Premises” letter upon Tenant’s acceptance of possession of the Expansion Premises effective as Space, and a “Confirmation of Lease Terms” written memorandum reflecting the date (“exact Expansion Commencement Date”) that is the earlier of (a) the date Tenant commences business operations in the Expansion Premises, or (b) the date of “Substantial Completion” of the “Tenant Improvements” (as those terms are defined below) in the Expansion Premises. Tenant agrees that in the event such work is not Substantially Complete on or before the estimated Expansion Commencement Date for any reason (including any holdover by the prior tenant of the Expansion Premises), then (a) this Amendment shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items. Notwithstanding anything in this Amendment (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined in the Lease). If Landlord is delayed in achieving Substantial Completion due to a delay caused by Tenant or Tenant’s employees, agents or contractors (“Tenant Delays”), the date of Substantial Completion of the Tenant Improvements for purposes of calculating the Expansion Commencement Date will be deemed to be the date that Substantial Completion would have occurred absent such delay. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Expansion Commencement Date within ten (10) business days after Tenant takes occupancy of the Expansion Premises, in the form attached as Exhibit C hereto (the “Acknowledgement”). Failure to execute and deliver the Acknowledgment, ; however, say failures to do so shall not affect the Expansion Commencement Date. If the Expansion Commencement Date or provided for by this in the Confirmation of lease Terms memorandum is different then the Expansion Commencement Date set forth in Paragraph 3 of the Second Amendment, then (a) the Expansion Commencement Date provided for by the Confirmation of Lease Terms memorandum shall control and (b) Paragraph 3 of the Second Amendment shall be deemed amended accordingly. Tenant shall execute the Acceptance of Expansion Premises letter on the date of Landlord’s or turnover of possession of the Expansion Space to Tenant’s liability hereunder, subject to any punch-list items identified therein. Tenant shall execute and return to Landlord the Confirmation of Lease Terms memorandum within ten days of submitted by Landlord. Failure by Tenant to obtain validation by any medical review board execute the Acceptance of Expansion Premises letter or similar governmental licensing required for the Permitted Use Confirmation of Lease Terms memorandum shall not extend amend the Expansion Commencement Date. Effective terms thereof and, unless Tenant has objected in writing to such letter and/or memorandum within ten (10) days or receipt thereof, shall be deemed as Tenant’s final and conclusive acceptance of the Expansion Commencement Date, all references to the “Premises” shall mean and refer to the Existing Premises as expanded by the Expansion Premises. In the event that the Substantial Completion of the Tenant Improvements has not occurred by the date which is nine (9) months after the anticipated date of Substantial Completion, as such date may be extended by the number of days of Tenant Delays, delays due to the existing tenant’s failure to timely vacate the Expansion Premises and the number of days of delay caused by Force Majeure (as so extended, the “Outside Date”), then the sole remedy of Tenant shall be the right to deliver a notice to Landlord (the “Outside Date Termination Notice”) electing to terminate this Amendment effective upon receipt of the Outside Date Termination Notice by Landlord (the “Effective Date”). Except as provided hereinbelow, the Outside Date Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date and not later than five (5) business days after the Outside Date. If Tenant delivers the Outside Date Termination Notice to Landlord, then Landlord shall have the right to suspend the Effective Date for a period ending thirty (30) days after the original Effective Date. In order to suspend the Effective Date, Landlord must deliver to Tenant, within five (5) business days after receipt of the Outside Date Termination Notice, a certificate of the Contractor certifying that it is such Contractor’s best good faith judgment that Substantial Completion of the Tenant Improvements will occur within thirty (30) days after the original Effective Date. If Substantial Completion of the Tenant Improvements occurs within said thirty (30) day suspension period, then the Outside Date Termination Notice shall be of no further force and effect; if, however, Substantial Completion of the Tenant Improvements does not occur within said thirty (30) day suspension period, then this Amendment shall terminate as of the date of expiration terms of such thirty (30) day period. If Tenant exercises its termination right pursuant to this paragraph, this Amendment will be terminated and of no force or effect, but the Existing Lease shall remain in full force and effect as to the Existing Premisesletter and/or memorandum.