Common use of Expansion Space Commencement Date Clause in Contracts

Expansion Space Commencement Date. The Expansion Space Commencement Date shall be the date on which the work to be performed pursuant to Section 2 above is substantially completed except for items of work and adjustment of equipment and fixtures that can be completed after the Expansion Space is occupied without causing substantial interference with Tenant’s use of the Expansion Space (i.e., “punchlist” items) as reasonably determined by the Architect using its reasonable independent professional judgment, and all necessary governmental approvals permitting Tenant’s use and occupancy of the Expansion Space have been issued, which date the parties expect will be on or about August 1, 2004 (the “Anticipated Expansion Space Delivery Date”). In the event that the Expansion Space Commencement Date fails to occur by the Anticipated Expansion Space Delivery Date by reason of construction delays or otherwise, then this Amendment shall nevertheless continue in full force and effect, and Tenant shall have no right to rescind, cancel or terminate the same if possession is given within one hundred twenty (120) days thereafter (which period shall be extended for delays resulting from matters beyond Landlord’s reasonable control). In the event that Landlord is unable to deliver the Expansion Space to Tenant on the Anticipated Expansion Space Delivery Date, Tenant agrees that in no event shall Landlord be liable for damages, if any, sustained by Tenant as a result of Landlord’s failure to deliver possession by such date. On the Expansion Space Commencement Date or such later date as Landlord may request, Tenant shall promptly enter into a supplementary written agreement (the “Expansion Space Commencement Agreement”), in substantially the form attached as Exhibit “D”, thereby specifying the date as of which the Expansion Space Commencement Date occurs. The parties acknowledge and agree that the Anticipated Expansion Space Delivery Date is based on (a) Tenant meeting each and every of the following deadlines (the “Tenant Deadlines”): (i) execution of this Amendment by April 23, 2004; (ii) approval of the Space Plan by May 7, 2004; and (iii) approval of the Plans and Specifications by May 28, 2004, and (b) Landlord meeting each and every of the following deadlines (the “Landlord Deadlines”): (i) delivery of the proposed Space Plan to Tenant within eleven (11) calendar days after Tenant’s execution of this Amendment; and (ii) delivery of the proposed Plans and Specifications to Tenant with eighteen (18) calendar days after Tenant’s approval of the Space Plan. In the event of Tenant’s failure to meet any of the Tenant Deadlines, the Anticipated Expansion Space Delivery Date shall be postponed for the period of the delay. The Anticipated Expansion Space Delivery Date shall additionally be postponed for the period of any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees. In the event that the Anticipated Expansion Space Delivery Date is so postponed, then, for all purposes of this Amendment, the Anticipated Expansion Space Delivery Date shall refer to the Anticipated Expansion Space Delivery Date, as postponed. In the event that the Expansion Space Commencement Date fails to occur by August 1, 2004, due to the failure of Tenant, or its agents, contractors or employees, to meet any of the Tenant Deadlines, or any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees then, notwithstanding any language in the Lease, as amended by this Amendment, to the contrary, August 1, 2004, shall be deemed to be the Expansion Space Commencement Date, but Tenant shall have no right to occupy the Expansion Space until Landlord’s work to be performed pursuant to Section 2 above is “substantially completed” as set forth above; provided, however, that if (x) any such failure of Tenant to meet any of the Tenant Deadlines was caused by Landlord’s failure to meet any of the Landlord Deadlines, or (y) if the Expansion Space Commencement Date otherwise fails to occur due to any delay caused in part by Tenant, or Tenant’s contractors, agents and/or employees, and in part by Landlord, or Landlord’s contractors, agents and/or employees, then the date of August 1, 2004, shall be postponed for the period of such delay which is attributable solely to delay caused by Landlord, or Landlord’s contractors, agents and/or employees.

Expansion Space Commencement Date. The “Expansion Space Commencement Date Date” or “ESCD”) for each of the Expansion Spaces shall mean 30 days following the earlier to occur of (a) the date when Tenant takes possession of the respective Expansion Space or any portion of the respective Expansion Space for the conduct of its business, (b) the date of substantial completion of the Tenant Improvements (as defined below) to each of the Expansion Spaces, or (c) the date which is six months after Landlord’s delivery of the respective Expansion Space to Tenant subject to delays to the construction of the Tenant Improvements caused by Force Majeure (the “Outside Date”). As used herein, “substantial completion” shall mean the date on which a Certificate of Occupancy or its equivalent, including a Temporary or Conditional Certificate of Occupancy, is issued by the appropriate local governmental entity for the Tenant Improvements, or, if no Certificate of Occupancy will be issued for the Tenant Improvements, the date on which the work Tenant Improvements have been substantially completed so that Tenant may use the respective Expansion Space for its intended purpose, notwithstanding that minor punchlist items or insubstantial details concerning construction, decoration, or mechanical adjustment remain to be performed pursuant to Section 2 above is substantially completed except for items of work and adjustment of equipment and fixtures that can be completed performed. Promptly after the Expansion Space is occupied without causing substantial interference with Tenant’s use of the Expansion Space (i.e., “punchlist” items) as reasonably determined by the Architect using its reasonable independent professional judgment, and all necessary governmental approvals permitting Tenant’s use and occupancy of the Expansion Space have been issued, which date the parties expect will be on or about August 1, 2004 (the “Anticipated Expansion Space Delivery Date”). In the event that the Expansion Space Commencement Date fails to occur by the Anticipated Expansion Space Delivery Date by reason of construction delays or otherwise, then this Amendment shall nevertheless continue in full force and effect, and Tenant shall have no right to rescind, cancel or terminate the same if possession is given within one hundred twenty (120) days thereafter (which period shall be extended for delays resulting from matters beyond Landlord’s reasonable control). In the event that Landlord is unable to deliver the Expansion Space to Tenant on the Anticipated Expansion Space Delivery Date, Tenant agrees that in no event shall Landlord be liable for damages, if any, sustained by Tenant as a result of Landlord’s failure to deliver possession by such date. On the Expansion Space Commencement Date or such later date as Landlord may request, Tenant shall promptly enter into a supplementary written agreement (the “Expansion Space Commencement Agreement”), in substantially the form attached as Exhibit “D”, thereby specifying the date as of which the Expansion Space Commencement Date occurs. The parties acknowledge and agree that the Anticipated Expansion Space Delivery Date is based on (a) Tenant meeting each and every of the following deadlines (the “Tenant Deadlines”): (i) execution of this Amendment by April 23, 2004; (ii) approval of the Space Plan by May 7, 2004; and (iii) approval of the Plans and Specifications by May 28, 2004, and (b) Landlord meeting each and every of the following deadlines (the “Landlord Deadlines”): (i) delivery of the proposed Space Plan to Tenant within eleven (11) calendar days after Tenant’s execution of this Amendment; and (ii) delivery of the proposed Plans and Specifications to Tenant with eighteen (18) calendar days after Tenant’s approval of the Space Plan. In the event of Tenant’s failure to meet any of the Tenant Deadlines, the Anticipated Expansion Space Delivery Date shall be postponed for the period of the delay. The Anticipated Expansion Space Delivery Date shall additionally be postponed for the period of any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees. In the event that the Anticipated Expansion Space Delivery Date is so postponed, then, for all purposes of this Amendment, the Anticipated Expansion Space Delivery Date shall refer to the Anticipated Expansion Space Delivery Date, as postponed. In the event that the Expansion Space Commencement Date fails to occur by August 1, 2004, due to the failure of Tenant, or its agents, contractors or employees, to meet any of the Tenant Deadlines, or any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees then, notwithstanding any language in the Lease, as amended by this Amendment, to the contrary, August 1, 2004, shall be deemed to be the Expansion Space Commencement Date, but for each respective Expansion Space, Landlord and Tenant shall have no right to occupy execute an instrument hereinafter defined as the Expansion Space until Landlord’s work to be performed pursuant to Section 2 above is “substantially completed” as set forth above; provided, however, that if (x) any such failure Memorandum of Tenant to meet any of the Tenant Deadlines was caused by Landlord’s failure to meet any of the Landlord Deadlines, or (y) if the Expansion Space Commencement Date otherwise fails to occur due to any delay caused Date” in the form attached hereto as EXHIBIT “C” and such instrument when executed is hereby made a part of this Amendment and incorporated herein by Tenant, or reference. Tenant’s contractorsuse of the respective Expansion Space for the purposes of installing fixtures, agents and/or employeesfurniture, and in part by Landlordequipment, or Landlord’s contractorsand cabling and wiring shall not be considered possession of the respective Expansion Space, agents and/or employees, then the date of August 1, 2004, but shall be postponed for subject to all of the period terms of such delay which is attributable solely to delay caused by Landlord, or Landlord’s contractors, agents and/or employeesthe Lease except the payment of Rent.

Expansion Space Commencement Date. The Subject to the second sentence of this Article 2, the Expansion Space shall be deemed to be included in the Premises on the earliest to occur of: (i) the date that Landlord delivers the Expansion Space to Tenant with Landlord’s Expansion Space Work (hereafter defined) substantially completed in accordance with the terms hereof, (ii) the date on which Landlord’s Expansion Space Work would have been substantially completed but for Tenant’s Delay (as defined in Section 42.2 of the Lease) or, (iii) the date Tenant or anyone claiming under or through Tenant first occupies the Expansion Space for the conduct of its business (the “Expansion Space Commencement Date”). Notwithstanding the foregoing, in no event shall the Expansion Space Commencement Date occur prior to January I, 2016. Substantial completion of Landlord’s Expansion Space Work shall be determined in accordance with Section 42.1 of the date on which Lease (subject to the work same standard that applied with respect to be performed pursuant Landlord’s Work to Section 2 above is substantially completed except for the Existing Premises i.e. when (A) all major items of work construction have been substantially completed, (B) the heating, A/C System, plumbing, mechanical (if any) and adjustment of equipment electrical systems serving the Expansion Space are all in working order, and fixtures that can be completed after (C) the Expansion Space is occupied without causing substantial interference accessible and reasonably usable, notwithstanding (in the case of subsections (A), (B) and/or (C)) the fact (i) that minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the non-completion of which do not materially interfere with Tenant’s use of the Expansion Space (i.e.Space, “punchlist” items) as reasonably determined by the Architect using its reasonable independent professional judgment, and all necessary governmental approvals permitting Tenant’s use and occupancy of the Expansion Space have been issued, which date the parties expect will be on or about August 1, 2004 (the “Anticipated Expansion Space Delivery Date”). In the event that the Expansion Space Commencement Date fails to occur by the Anticipated Expansion Space Delivery Date by reason of construction delays or otherwise, then this Amendment shall nevertheless continue in full force and effect, and Tenant shall have no right to rescind, cancel or terminate the same if possession is given within one hundred twenty (120) days thereafter (which period shall be extended for delays resulting from matters beyond Landlord’s reasonable control). In the event that Landlord is unable to deliver the Expansion Space to Tenant on the Anticipated Expansion Space Delivery Date, Tenant agrees that in no event shall Landlord be liable for damages, if any, sustained by Tenant as a result of Landlord’s failure to deliver possession by such date. On the Expansion Space Commencement Date or such later date as Landlord may request, Tenant shall promptly enter into a supplementary written agreement (the “Expansion Space Commencement Agreement”), in substantially the form attached as Exhibit “D”, thereby specifying the date as of which the Expansion Space Commencement Date occurs. The parties acknowledge and agree that the Anticipated Expansion Space Delivery Date is based on (a) Tenant meeting each and every of the following deadlines (the “Tenant Deadlines”): (i) execution of this Amendment by April 23, 2004; (ii) approval of the Space Plan by May 7, 2004; and (iii) approval of the Plans and Specifications by May 28, 2004, and (b) Landlord meeting each and every of the following deadlines (the “Landlord Deadlines”): (i) delivery of the proposed Space Plan to Tenant within eleven (11) calendar days after Tenant’s execution of this Amendment; and (ii) delivery of that Landlord’s Expansion Space Work has been substantially completed except for portions thereof which shall be completed upon the proposed Plans and Specifications to Tenant with eighteen (18) calendar days after Tenant’s approval of the Space Plan. In the event completion of Tenant’s failure to meet any of the Tenant Deadlineswork (including, the Anticipated Expansion Space Delivery Date shall be postponed for the period of the delay. The Anticipated Expansion Space Delivery Date shall additionally be postponed for the period of any other delay caused by Tenantwithout limitation, or Tenant’s contractors, agents and/or employees. In the event that the Anticipated Expansion Space Delivery Date is so postponed, then, for all purposes of this Amendment, the Anticipated Expansion Space Delivery Date shall refer to the Anticipated Expansion Space Delivery Date, as postponed. In the event that the Expansion Space Commencement Date fails to occur by August 1, 2004, due to the failure of Tenant, or its agents, contractors or employees, to meet any of the Tenant Deadlines, or any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees then, notwithstanding any language in the Lease, as amended by this Amendment, to the contrary, August 1, 2004, shall be deemed to be the Expansion Space Commencement Date, but Tenant shall have no right to occupy the Expansion Space until Landlord’s work to be performed pursuant to Section 2 above is “substantially completed” as set forth above; provided, however, that if (x) any such failure of Tenant to meet any of the Tenant Deadlines was caused by Landlord’s failure to meet any of the Landlord Deadlines, or (y) if the Expansion Space Commencement Date otherwise fails to occur due to any delay caused in part by Tenant, or Tenant’s contractors, agents and/or employees, and in part by Landlord, or Landlord’s contractors, agents and/or employees, then the date of August 1, 2004, shall be postponed for the period of such delay which is attributable solely to delay caused by Landlord, or Landlord’s contractors, agents and/or employeesAdditional Work)).

Expansion Space Commencement Date. The Expansion Space Commencement Date shall be the date on which Landlord has (i) completed the work to be performed pursuant to Section 2 above is substantially completed except for items of work and adjustment of equipment and fixtures that can be completed after the Initial Expansion Space is occupied without causing substantial interference with Tenant’s use Work (defined in the Lease) and the Additional Work as defined below and (ii) delivered possession of the Expansion Space (i.e., “punchlist” items) as reasonably determined by the Architect using its reasonable independent professional judgment, and all necessary governmental approvals permitting to Tenant’s use and occupancy of the Expansion Space have been issued, which date the parties expect will be on or about August 1, 2004 (the “Anticipated Expansion Space Delivery Date”). In the event that the Expansion Space Commencement Date fails to occur by the Anticipated Expansion Space Delivery Date by reason of construction delays or otherwise, then this Amendment shall nevertheless continue in full force and effect, and Tenant shall have no right to rescind, cancel or terminate the same if possession is given within one hundred twenty (120) days thereafter (which period shall be extended for delays resulting from matters beyond Landlord’s reasonable control). In the event that Landlord is unable to deliver the Expansion Space to Tenant on the Anticipated Expansion Space Delivery Date, Tenant agrees that in no event shall Landlord be liable for damages, if any, sustained by Tenant as a result of Landlord’s failure to deliver possession by such date. On the Expansion Space Commencement Date or such later date as Landlord may request, Tenant shall promptly enter into a supplementary written agreement (the “Expansion Space Commencement Agreement”), in substantially the form attached as Exhibit “D”, thereby specifying the date as of which the Expansion Space Commencement Date occurs. The parties acknowledge and agree that the Anticipated Expansion Space Delivery Date is based on (a) Tenant meeting each and every of the following deadlines (the “Tenant Deadlines”): (i) execution of this Amendment by April 23, 2004; (ii) approval of the Space Plan by May 7, 2004; and (iii) approval of the Plans and Specifications by May 28, 2004, and (b) Landlord meeting each and every of the following deadlines (the “Landlord Deadlines”): (i) delivery of the proposed Space Plan to Tenant within eleven (11) calendar days after Tenant’s execution of this Amendment; and (ii) delivery of the proposed Plans and Specifications to Tenant with eighteen (18) calendar days after Tenant’s approval of the Space Plan. In the event of Tenant’s failure to meet any of the Tenant Deadlines, the Anticipated Expansion Space Delivery Date shall be postponed for the period of the delay. The Anticipated Expansion Space Delivery Date shall additionally be postponed for the period of any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees. In the event that the Anticipated Expansion Space Delivery Date is so postponed, then, for all purposes of this Amendment, the Anticipated Expansion Space Delivery Date shall refer to the Anticipated Expansion Space Delivery Date, as postponed. In the event that the Expansion Space Commencement Date fails to occur by August 1, 2004, due to the failure of Tenant, or its agents, contractors or employees, to meet any of the Tenant Deadlines, or any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees then, notwithstanding any language Notwithstanding anything in the Lease, as amended by this Amendment, Lease to the contrary, August 1, 2004, shall be deemed subsequent to be the Expansion Space Commencement Date, but Tenant references to the "Term" shall have no right to occupy mean the Expansion Space until Landlord’s work to be performed pursuant to Section 2 above is “substantially completed” as set forth above; provided, however, that if (x) any such failure of Tenant to meet any of the Tenant Deadlines was caused by Landlord’s failure to meet any of the Landlord Deadlines, or (y) if period commencing with the Expansion Space Commencement Date otherwise fails and ending with the Expansion Space Expiration Date. The Initial Expansion Space Work and the Additional Work shall be deemed to occur due be "complete" on the date that the Initial Expansion Space Work and the Additional Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant's use of the Expansion Space. If Landlord is delayed in the performance of the Initial Expansion Space Work and the Additional Work as a result of the acts or omissions of Tenant or its respective contractors or vendors, including without limitation, changes requested by Tenant to approved plans, Tenant's failure to comply with any delay caused in part by Tenantof its obligations under the Lease, or Tenant’s contractorsthe specification of any materials or equipment with long lead times (a "Tenant Delay"), agents and/or employees, the Initial Expansion Space Work and in part by Landlord, or Landlord’s contractors, agents and/or employees, then the Additional Work shall be deemed to be complete on the date of August 1, 2004, shall be postponed for that Landlord could reasonably have expected to complete the period of such delay which is attributable solely to delay caused by Landlord, or Landlord’s contractors, agents and/or employeesInitial Expansion Space Work and the Additional Work absent any Tenant Delay.

Expansion Space Commencement Date. For purposes of this Third Amendment, the term "Expansion Space Commencement Date" shall mean the earlier of: (i) the date Tenant commences business operations in substantially all of the Challenger Building; and (ii) the date of Substantial Completion of the Challenger Tenant Improvements (as defined in Exhibit B attached hereto), subject to acceleration for Tenant Delays as defined and provided in Exhibit B. The Expansion Space Commencement Date shall be the date on which the work is anticipated to be performed pursuant to Section 2 above is substantially completed except for items of work and adjustment of equipment and fixtures that can be completed after the Expansion Space is occupied without causing substantial interference with Tenant’s use April 1, 2007. The term of the Expansion Space (i.e., “punchlist” itemsthe "Expansion Space Term") as reasonably determined by the Architect using its reasonable independent professional judgment, and all necessary governmental approvals permitting Tenant’s use and occupancy of shall commence on the Expansion Space have been issuedCommencement Date and expire coterminously with the Extended Term with respect to the Existing Premises on December 31, which date 2013. Notwithstanding the parties expect will be foregoing, if Landlord is unable to Substantially Complete the Challenger Tenant Improvements on or about August before July 1, 2004 2007 (the “Anticipated Expansion Space Delivery Outside Date”), as such date may be extended as a result of any Tenant Delays and/or any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain services, labor, or materials or reasonable substitutes therefore, governmental actions or inactions, civil commotions, fire or other casualty, and other causes beyond the reasonable control of Landlord (collectively, the “Force Majeure”), then Tenant shall receive one-half (1/2) of a day of abated Base Rent for the Expansion Space for each day during the period commencing upon the Delivery Outside Date (as the same may be extended by Tenant Delays and Force Majeure delays) and expiring on the date upon which Landlord Substantially Completes the Challenger Tenant Improvements (which abated Base Rent shall be applied toward the Base Rent first due and payable for the Expansion Space following the Expansion Space Commencement Date pursuant to Section 6 below). In the event The date that the Expansion Space Commencement Date fails to occur actually occurs shall be confirmed by the Anticipated Expansion Space Delivery Date by reason of construction delays or otherwiseparties in writing in an Amendment No. 4 to Marina Village Office Tech Lease ("Amendment No. 4"), then this which Amendment shall nevertheless continue in full force and effect, and Tenant shall have no right to rescind, cancel or terminate the same if possession is given within one hundred twenty (120) days thereafter (which period No. 4 shall be extended for delays resulting from matters beyond Landlord’s reasonable control). In the event that Landlord is unable to deliver the Expansion Space to Tenant on the Anticipated Expansion Space Delivery Date, Tenant agrees that in no event shall Landlord be liable for damages, if any, sustained by Tenant as a result of Landlord’s failure to deliver possession by such date. On the Expansion Space Commencement Date or such later date as Landlord may request, Tenant shall promptly enter into a supplementary written agreement (the “Expansion Space Commencement Agreement”), in substantially the form of Exhibit C attached as Exhibit “D”, thereby specifying the date as of which hereto. Amendment No. 4 shall be delivered by Landlord to Tenant after the Expansion Space Commencement Date occurs. The parties acknowledge and agree that the Anticipated Expansion Space Delivery Date is based on (a) Tenant meeting each and every of the following deadlines (the “Tenant Deadlines”): (i) execution of this Amendment by April 23, 2004; (ii) approval of the Space Plan by May 7, 2004; and (iii) approval of the Plans and Specifications by May 28, 2004, and Tenant shall execute and return such Amendment No. 4 to Landlord within five (b5) Landlord meeting each and every of the following deadlines (the “Landlord Deadlines”): (i) delivery of the proposed Space Plan to Tenant within eleven (11) calendar days after Tenant’s execution of this Amendment; and (ii) delivery of the proposed Plans and Specifications to Tenant with eighteen (18) calendar days after Tenant’s approval of the Space Plan. In the event of Tenant’s failure to meet any of the Tenant Deadlines, the Anticipated Expansion Space Delivery Date shall be postponed for the period of the delay. The Anticipated Expansion Space Delivery Date shall additionally be postponed for the period of any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees. In the event that the Anticipated Expansion Space Delivery Date is so postponed, then, for all purposes of this Amendment, the Anticipated Expansion Space Delivery Date shall refer to the Anticipated Expansion Space Delivery Date, as postponed. In the event that the Expansion Space Commencement Date fails to occur by August 1, 2004, due to the failure of Tenant, or its agents, contractors or employees, to meet any of the Tenant Deadlines, or any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees then, notwithstanding any language in the Lease, as amended by this Amendment, to the contrary, August 1, 2004, shall be deemed to be the Expansion Space Commencement Date, but Tenant shall have no right to occupy the Expansion Space until Landlord’s work to be performed pursuant to Section 2 above is “substantially completed” as set forth above; provided, however, that if (x) any such failure of Tenant to meet any of the Tenant Deadlines was caused by Landlord’s failure to meet any of the Landlord Deadlines, or (y) if the Expansion Space Commencement Date otherwise fails to occur due to any delay caused in part by Tenant, or Tenant’s contractors, agents and/or employees, and in part by Landlord, or Landlord’s contractors, agents and/or employees, then the date of August 1, 2004, shall be postponed for the period of such delay which is attributable solely to delay caused by Landlord, or Landlord’s contractors, agents and/or employees's receipt thereof.

Expansion Space Commencement Date. The Expansion Space Term of the Lease and Tenant’s obligation to pay rent will commence upon the earlier of (i) commencement of business operations in the Expansion Space, or (ii) July 1, 2018 (the “Expansion Space Commencement Date”); provided that the Expansion Space Commencement Date shall be delayed one (1) day for each day of delay of the date on which substantial completion of the work to be performed pursuant to Section 2 above is substantially completed except for items of work and adjustment of equipment and fixtures that can be completed after Tenant Improvements in the Expansion Space to the extent caused by a “Landlord Delay,” as that term is occupied without causing substantial interference with Tenant’s use of defined, below. As used herein, the Expansion Space (i.e., term “punchlistLandlord Delay” items) as reasonably determined by shall mean actual delays to the Architect using its reasonable independent professional judgment, and all necessary governmental approvals permitting Tenant’s use and occupancy of the Expansion Space have been issued, which date the parties expect will be on or about August 1, 2004 (the “Anticipated Expansion Space Delivery Date”). In the event that the Expansion Space Commencement Date fails to occur by the Anticipated Expansion Space Delivery Date by reason of construction delays or otherwise, then this Amendment shall nevertheless continue in full force and effect, and Tenant shall have no right to rescind, cancel or terminate the same if possession is given within one hundred twenty (120) days thereafter (which period shall be extended for delays extent resulting from matters beyond Landlord’s reasonable control). In the event that acts or omissions of Landlord is unable including, but not limited to (i) failure of Landlord to timely deliver the Expansion Space to or approve or disapprove any construction drawings; (ii) unreasonable and material interference by Landlord, its agents, employees or contractors with the substantial completion of the Tenant on Improvements and which objectively preclude construction of Tenant Improvements in the Anticipated Expansion Space Delivery Dateby any person, which interference relates to access by Tenant, its agents and contractors to the Building or any Building facilities (including loading docks and freight elevators) or service (including temporary power and parking areas as provided herein) during normal construction hours, or the use thereof during normal construction hours; (iii) delays due to the acts or failures to act of Landlord, its agents, employees or contractors with respect to payment of the Allowance and/or any cessation of work upon the Tenant agrees that Improvements as a result thereof; or (iv) delays due to Landlord’s completion of the Landlord Improvements. Notwithstanding anything to the contrary herein, in no event shall any Landlord Delay be liable for damagesdeemed to have occurred (a) until Landlord has received written notice from Tenant that Tenant is alleging the occurrence of a Landlord Delay (which written notice shall describe in reasonable detail the nature of such alleged Landlord Delay) (each, if any, sustained by Tenant as a result of Landlord’s failure to deliver possession by such date. On the Expansion Space Commencement Date or such later date as Landlord may request, Tenant shall promptly enter into a supplementary written agreement (the “Expansion Space Commencement AgreementDelay Notice”), in substantially the form attached as Exhibit “D”, thereby specifying (b) with respect to any period prior to the date as of which the Expansion Space Commencement Date occurs. The parties acknowledge and agree that the Anticipated Expansion Space Delivery Date is based on Landlord has received such written notice from Tenant, (ac) Tenant meeting each and every unless Landlord fails to cure such alleged Landlord Delay within two (2) business days following receipt of the following deadlines (the “Tenant Deadlines”): (i) execution of this Amendment by April 23, 2004; (ii) approval of the Space Plan by May 7, 2004; and (iii) approval of the Plans and Specifications by May 28, 2004applicable Delay Notice, and (bd) unless and only to the extent such delay that is caused by Landlord meeting each and every of actually delays the following deadlines (the “Landlord Deadlines”): (i) delivery of the proposed Space Plan to Tenant within eleven (11) calendar days after Tenant’s execution of this Amendment; and (ii) delivery of the proposed Plans and Specifications to Tenant with eighteen (18) calendar days after Tenant’s approval of the Space Plan. In the event of Tenant’s failure to meet any substantial completion of the Tenant Deadlines, the Anticipated Expansion Space Delivery Date shall be postponed for the period of the delay. The Anticipated Expansion Space Delivery Date shall additionally be postponed for the period of any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees. In the event that the Anticipated Expansion Space Delivery Date is so postponed, then, for all purposes of this Amendment, the Anticipated Expansion Space Delivery Date shall refer to the Anticipated Expansion Space Delivery Date, as postponed. In the event that Improvements in the Expansion Space Commencement Date fails to occur by August 1, 2004, due to the failure of Tenant, or its agents, contractors or employees, to meet any of the Tenant Deadlines, or any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees then, notwithstanding any language in the Lease, as amended by this Amendment, to the contrary, August 1, 2004, shall be deemed to be the Expansion Space Commencement Date, but Tenant shall have no right to occupy the Expansion Space until Landlord’s work to be performed pursuant to Section 2 above is “substantially completed” as set forth above; provided, however, that if (x) any such failure of Tenant to meet any of the Tenant Deadlines was caused by Landlord’s failure to meet any of the Landlord Deadlines, or (y) if the Expansion Space Commencement Date otherwise fails to occur due to any delay caused in part by Tenant, or Tenant’s contractors, agents and/or employees, and in part by Landlord, or Landlord’s contractors, agents and/or employees, then the date of August 1, 2004, shall be postponed for the period of such delay which is attributable solely to delay caused by Landlord, or Landlord’s contractors, agents and/or employeesSpace.

Expansion Space Commencement Date. The "Expansion Space Commencement Date Date" shall be occur on the earlier of (i) the date on which the work to be performed pursuant to Section 2 above is substantially completed except for items Tenant enters into occupancy of work and adjustment of equipment and fixtures that can be completed after the Expansion Space is occupied without causing substantial interference with Tenant’s use all or any portion of the Expansion Space for the purpose of conducting Tenant's business thereon or (i.e., “punchlist” itemsii) as reasonably determined by the Architect using its reasonable independent professional judgment, and all necessary governmental approvals permitting Tenant’s use and occupancy date which shall occur sixty (60) days after Landlord delivers vacant possession of the Expansion Space have been issuedto Tenant. Notwithstanding anything contained herein to the contrary, which date the parties expect will (i) Landlord shall not be on or about August 1, 2004 (the “Anticipated Expansion Space Delivery Date”). In the event that the Expansion Space Commencement Date fails obligated to occur by the Anticipated Expansion Space Delivery Date by reason of construction delays or otherwise, then this Amendment shall nevertheless continue in full force lease and effect, and Tenant shall have no right to rescind, cancel or terminate the same if possession is given within one hundred twenty (120) days thereafter (which period shall be extended for delays resulting from matters beyond Landlord’s reasonable control). In the event that Landlord is unable to deliver the Expansion Space to Tenant on if at the Anticipated time of Landlord's Expansion Space Delivery DateNotice or if, Tenant agrees that at or prior to delivery of the Expansion Space, an Event of Default shall have occurred and be continuing hereunder and (ii) in no the event Landlord shall Landlord be liable for damages, if any, sustained by Tenant as a result of Landlord’s failure to not deliver possession by such date. On of all or any portion of the Expansion Space to Tenant on or before the Expansion Space Commencement Date for any reason other that the willful default of Landlord. Landlord shall not be deemed in default of or such later date as Landlord may requestotherwise liable to Tenant for any claims, Tenant shall promptly enter into a supplementary written agreement (damages or liabilities in connection therewith and the “Expansion Space Commencement Agreement”), in substantially the form attached as Exhibit “D”, thereby specifying the date as Term of which this Lease with respect to the Expansion Space Commencement Date occurs. The parties acknowledge and agree that shall commence on the Anticipated Expansion Space Delivery Date is based on (a) Tenant meeting each and every date Landlord delivers possession of the following deadlines (the “Tenant Deadlines”): (i) execution of this Amendment by April 23, 2004; (ii) approval of the Space Plan by May 7, 2004; and (iii) approval of the Plans and Specifications by May 28, 2004, and (b) Landlord meeting each and every of the following deadlines (the “Landlord Deadlines”): (i) delivery of the proposed Space Plan to Tenant within eleven (11) calendar days after Tenant’s execution of this Amendment; and (ii) delivery of the proposed Plans and Specifications to Tenant with eighteen (18) calendar days after Tenant’s approval of the Space Plan. In the event of Tenant’s failure to meet any of the Tenant Deadlines, the Anticipated Expansion Space Delivery Date shall be postponed for the period of the delay. The Anticipated Expansion Space Delivery Date shall additionally be postponed for the period of any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees. In the event that the Anticipated Expansion Space Delivery Date is so postponed, then, for all purposes of this Amendment, the Anticipated Expansion Space Delivery Date shall refer to the Anticipated Expansion Space Delivery Date, as postponed. In the event that the Expansion Space Commencement Date fails to occur by August 1, 2004, due to the failure of Tenant, or its agents, contractors or employees, to meet any of the Tenant Deadlines, or any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees then, notwithstanding any language in the Lease, as amended by this Amendment, to the contrary, August 1, 2004, shall be deemed to be the Expansion Space Commencement Date, but Tenant shall have no right to occupy the Expansion Space until Landlord’s work to be performed pursuant to Section 2 above is “substantially completed” as set forth above; provided, however, provided however that if (x) any such failure of Tenant to meet any of the Tenant Deadlines was caused by Landlord’s failure to meet any of the Landlord Deadlines, or (y) if the Expansion Space Commencement Date otherwise fails to occur due Tenant; provided however that if the Expansion Space is not available by reason of the holding over or the retention of possession by any tenants or occupants thereof, Landlord shall promptly and diligently take all steps which are commercially reasonable to any delay caused in part by Tenant, or Tenant’s contractors, agents and/or employees, and in part by Landlord, or Landlord’s contractors, agents and/or employees, then the date of August 1, 2004, shall be postponed for the period of such delay which is attributable solely to delay caused by Landlord, or Landlord’s contractors, agents and/or employeesobtain possession thereof.

Expansion Space Commencement Date. (i) The "Expansion Space Commencement Date Date" shall be the earlier of: (a) the date on which the work to be performed pursuant to Section 2 above is substantially completed except for items of work and adjustment of equipment and fixtures that can be completed after Landlord delivers the Expansion Space to Tenant with Landlord’s Expansion Space Work (as defined in Exhibit B) substantially complete (as determined pursuant to Exhibit B), or (b) the date on which Tenant commences business operations in the Expansion Space. Landlord and Tenant stipulate and agree that (i) the Expansion Space currently is leased to and occupied without causing substantial interference by another tenant of the Building (the “Existing Tenant”), and (ii) Landlord currently anticipates entering into a lease amendment with Tenant’s use Existing Tenant to provide for the vacation and surrender of the Expansion Space (i.e., “punchlist” items) as reasonably determined by the Architect using its reasonable independent professional judgment, and all necessary governmental approvals permitting Existing Tenant’s use and occupancy of . Landlord shall endeavor to provide written notice to Tenant that Existing Tenant has vacated the Expansion Space have been issuedpromptly following the date Existing Tenant vacates such space, which date notice may be electronic; provided that the parties expect will be failure of Landlord to provide such notice shall not impose any liability or give rise to any remedies by Tenant. Accordingly, notwithstanding anything in this Amendment to the contrary, this Amendment shall not become effective and binding on or about August 1, 2004 either party unless and until Landlord and Existing Tenant enter into an amendment (upon terms satisfactory to Landlord in its sole and absolute discretion) to Existing Tenant’s lease to provide for the relocation by Existing Tenant from the Expansion Space to other premises located in the Building (the “Anticipated Expansion Space Delivery Existing Tenant Relocation Amendment”). If Landlord and Existing Tenant do not execute said Existing Tenant Relocation Amendment on or before July 1, 2021 (the “Outside Amendment Execution Date”), then, provided such delay is not caused by Tenant or any agent of Tenant, Tenant shall have the WDC 91102651v11 right, in its sole and absolute discretion, to elect to have this Amendment not become effective, by delivering written notice of the exercise of such right to Landlord during the period commencing on July 2, 2021 and continuing until Landlord notifies Tenant in writing that it has entered into the Existing Tenant Relocation Amendment (which notice may be electronic). In the event that the Expansion Space Commencement Date fails If Tenant so elects to occur by the Anticipated Expansion Space Delivery Date by reason of construction delays or otherwisehave this Amendment not be effective in accordance with this Section, then this Amendment shall nevertheless continue be deemed null and void in full force and effectall respects, and Tenant the Term and all Lease provisions shall have no right to rescind, cancel or terminate the same if possession is given within one hundred twenty (120) days thereafter (which period shall be extended for delays resulting from matters beyond Landlord’s reasonable control). In the event that Landlord is unable to deliver the Expansion Space to Tenant on the Anticipated Expansion Space Delivery Date, Tenant agrees that in no event shall Landlord be liable for damages, if any, sustained by Tenant as a result of Landlord’s failure to deliver possession by such date. On the Expansion Space Commencement Date or such later date as Landlord may request, Tenant shall promptly enter into a supplementary written agreement (the “Expansion Space Commencement Agreement”), in substantially the form attached as Exhibit “D”, thereby specifying the date as of which the Expansion Space Commencement Date occurs. The parties acknowledge and agree that the Anticipated Expansion Space Delivery Date is based on (a) Tenant meeting each and every of the following deadlines (the “Tenant Deadlines”): (i) execution of this Amendment by April 23, 2004; (ii) approval of the Space Plan by May 7, 2004; and (iii) approval of the Plans and Specifications by May 28, 2004, and (b) Landlord meeting each and every of the following deadlines (the “Landlord Deadlines”): (i) delivery of the proposed Space Plan to Tenant within eleven (11) calendar days after Tenant’s execution of this Amendment; and (ii) delivery of the proposed Plans and Specifications to Tenant with eighteen (18) calendar days after Tenant’s approval of the Space Plan. In the event of Tenant’s failure to meet any of the Tenant Deadlines, the Anticipated Expansion Space Delivery Date shall be postponed for the period of the delay. The Anticipated Expansion Space Delivery Date shall additionally be postponed for the period of any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees. In the event that the Anticipated Expansion Space Delivery Date is so postponed, then, for all purposes of this Amendment, the Anticipated Expansion Space Delivery Date shall refer to the Anticipated Expansion Space Delivery Date, as postponed. In the event that the Expansion Space Commencement Date fails to occur by August 1, 2004, due to the failure of Tenant, or its agents, contractors or employees, to meet any of the Tenant Deadlines, or any other delay caused by Tenant, or Tenant’s contractors, agents and/or employees then, notwithstanding any language in the Lease, as amended by this Amendment, to the contrary, August 1, 2004, shall be deemed to be the Expansion Space Commencement Date, but Tenant shall have no right to occupy the Expansion Space until Landlord’s work to be performed pursuant to Section 2 above is “substantially completed” continue unmodified as set forth above; provided, however, that if (x) any such failure of Tenant to meet any in the Lease for the remainder of the Tenant Deadlines Term as if this Amendment was caused by Landlord’s failure to meet any of the Landlord Deadlines, or (y) if the Expansion Space Commencement Date otherwise fails to occur due to any delay caused in part by Tenant, or Tenant’s contractors, agents and/or employeesnever executed, and Landlord shall promptly refund any and all security deposits previously deposited by Tenant with Landlord in part by Landlord, or Landlord’s contractors, agents and/or employees, then the date of August 1, 2004, shall be postponed for the period of such delay which is attributable solely to delay caused by Landlord, or Landlord’s contractors, agents and/or employeesaccordance with this Amendment.