Common use of Landlord Delay Clause in Contracts

Landlord Delay. A. Except as otherwise expressly provided in Paragraphs 5A and 5B below, if there is a delay in the substantial completion of Landlord’s Work or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floor.

Landlord Delay. A. Except as otherwise Landlord’s (a) failure to comply with any time requirements expressly set forth in Paragraph 4.d. above with respect to Landlord’s obligation to provide notice of approval or disapproval of the Space Plan, Working Drawings or Change Orders, or (b) failure to achieve any of the dates set forth in Paragraph B of Exhibit D (Overlap Work); provided in Paragraphs 5A that such dates shall be extended by delays caused by Force Majeure and/or delays caused by Tenant (provided that there shall be no Tenant delay for purposes of the foregoing unless Landlord notified Tenant of the act or omission causing the Tenant delay and 5B below, if there is a delay in Tenant did not cure the substantial same within five (5) Business Days after receipt of such notice) or (c) Landlord’s unreasonable interference with the completion of Landlord’s Work Tenant Improvements, including any failure or refusal of Landlord or Landlord’s Additional Work for any reasonagents or contractors to permit Tenant, neither Landlordits agents or contractors, nor the managing or leasing agent access to and use of the BuildingBuilding or any Building facilities or services (including hoists, nor any elevators, and loading docks) which access or use is reasonably required for the orderly and continuous performance of their respective agentsthe work necessary to complete Tenant Improvements, partners or employees, shall are referred to collectively herein as “Landlord Delay” (provided that no Landlord Delay as described in clause (c) above will be deemed to have any liability occurred unless and until Tenant has notified Landlord of the event which Tenant claims constitutes a Landlord Delay and Landlord has failed to cure such event within five (5) Business Days thereafter). Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall will use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but mitigate its damages and/or construction delays in the event of an alleged Landlord Delay. The parties acknowledge that the Overlap Work will be performed concurrently with portions of the Tenant Improvement work and, due to the need to coordinate such work, there might be instances where the performance of particular portions of the Tenant Improvements or Overlap Work are scheduled around other work. Provided that such scheduling is unable reasonable, short delays necessary to do so for any reason, this Lease shall remain in effect, accommodate such coordination of the Expansion Effective Date Tenant Improvements and Overlap Work shall not be extended constitute a Landlord Delay, but the foregoing shall not excuse Landlord from its responsibility to meet any of the specific dates in Paragraph B of Exhibit D (subject to delays caused by Force Majeure and/or Tenant delays). Notwithstanding anything to the contrary in this Paragraph 4, (x) if and to the extent the Tenant reasonably incurs a net increased cost (taking into account any cost saving Landlord might have facilitated by its actions, including any Landlord Delay) of design or delayed, construction of the Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant Improvements as a direct result of any delay in the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date Landlord Delay (as reasonably evidenced by Tenant, with supporting documentation), Landlord will be responsible for such substantial completion date may be extended by reason of Tenant Delay reasonable increased costs and other matters beyond Landlord’s Allowance will be increased by the amount of such reasonable controlincreased cost and (y) (if and to the “Outside Stairwell Work Date”), then for extent that the period commencing on the Outside Stairwell Work Date and ending on the date Substantial Completion of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that any portion of the Premises rendered inaccessible Tenant Improvements is delayed due to or untenantable by Tenant by reason of a Landlord Delay for more than thirty (30) days beyond the incomplete or continued construction of scheduled completion date that would have occurred without the Stairwell Work, Landlord Delay as reasonably determined evidenced by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before Tenant, with supporting documentation, then (A) the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in Allowance Availability Period for the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to setpro-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion rata portion of Landlord’s Common Area Work, provided Allowance that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect applies to the portion of the Premises located on for which the Landlord Delay applies will be extended one day for each floor day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay and (B) the free rent period provided for in Paragraph 2.c. above shall, as to only the portion of the Premises in which the subject Tenant Improvements are located, be extended one (1) day for each day beyond such thirty (30) day period the Tenant Improvements in that portion of the Premises were not Substantially Completed due to a Landlord Delay; provided, that for the purposes of this clause (y), the delay in Substantial Completion of the Tenant Improvements caused by Landlord Delay shall be offset by any action or response by Landlord that achieved a reduction in Tenant’s construction schedule (each day saved in Tenant’s construction schedule being a “Schedule Saving Day”) and any aggregate Landlord Delay described above shall first be offset against, and reduced on a day-for-day basis by, the aggregate number of Schedule Saving Days. In the event of a disagreement between Landlord and Tenant as to whether a Landlord Delay has occurred and/or as to the application of (x) or (y) of the immediately preceding sentence, either party may submit the issue to the dispute resolution procedure set forth in Paragraph 4.n. below. This Paragraph 4.h. is inapplicable to delays in Delivery, whether caused by Landlord, Landlord’s Common Area Work is not substantially completed, for Contractor or otherwise (such delays being expressly covered by Paragraph 4.a. above) and this Paragraph 4.h. only applies to delays in the period commencing on commencement or Substantial Completion of the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floorTenant Improvements following Delivery.

Landlord Delay. A. Except Landlord Delay" shall occur if either: (i) Landlord fails to complete the Base Building and/or other improvements on the Project that are required by the DDA, the Parking REA and/or the CC&Rs, and as otherwise expressly provided in Paragraphs 5A and 5B below, if there a direct result of such failure Tenant is unable to obtain a delay in temporary or permanent certificate of occupancy for the Premises upon substantial completion of Landlord’s Work the Tenant Improvements; or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent (ii) substantial completion of the Building, nor any of their respective agents, partners Warm Shell Improvements or employees, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith Improvements is delayed directly and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant solely as a result of any of the following and such delay could not have been mitigated by Tenant using commercially reasonable measures, which delay occurs after the Delivery Date and before the Commencement Date and does not result from Tenant's interference or delay in the connection with completion of the Stairwell WorkTenant Improvements or after a Tenant Default or Work Letter Draw Event: (a) subject to Paragraph 8 above, provided that if unreasonable interference by Landlord or Landlord's Contractor with the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell WorkWarm Shell Improvements or the Tenant Improvements; (b) Landlord's failure to comply with any deadlines for response to, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayedsubmissions from, Tenant shall have no right as required by this Work Letter; (c) any material Discretionary Changes to set-off, deduct Landlord's Plans or xxxxx the Warm Shell Plans after their final approval by applicable governmental entities (other than Tenant Modifications) that directly affect Tenant's Plans or the Tenant Improvements; and/or (d) Landlord failure to complete portions of the Base Rent or any Building and/or other charges payable by Tenant improvements on the Project that are Landlord's obligation to complete hereunder, and Landlord shall have no liability to Tenant as a direct result of any such failure Tenant and Tenant's contractors do not have access to the Premises to the extent required to complete the Warm Shell Improvements and/or Tenant Improvements. Tenant shall give Landlord at least five (5) days prior notice if Tenant becomes aware that Landlord is in danger of causing a Landlord Delay, and if Landlord takes appropriate measures to prevent such delay in within such five (5) day period, no adjustment to the completion Commencement Date shall be made on account of such Landlord’s Common Area Work; provided, provided however, that if Landlord’s Common Area Work is such delay was not substantially completed on or before reasonably foreseeable by Tenant, the date which is sixty five (605) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay day period for prior notice and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant opportunity to mitigate provided above shall be entitled changed to an abatement forty-eight (48) hours after Tenant becomes aware of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floordelay or potential delay.

Landlord Delay. A. Except as otherwise Landlord’s (a) failure to comply with any time requirements expressly provided set forth in Paragraphs 5A and 5B belowParagraph 2.d. above with respect to Landlord’s obligation to provide notice of approval or disapproval of the Space Plan, if there is a delay in Working Drawings or Change Orders, or (b) Landlord’s unreasonable interference with the substantial completion of Landlord’s Work Tenant Improvements, including any failure or refusal of Landlord or Landlord’s Additional Work for any reasonagents or contractors to permit Tenant, neither Landlordits agents or contractors, nor the managing or leasing agent access to and use of the BuildingBuilding or any Building facilities or services (including hoists, nor any elevators, and loading docks) which access or use is reasonably required for the orderly and continuous performance of their respective agentsthe work necessary to complete Tenant Improvements, partners or employees, shall are referred to collectively herein as “Landlord Delay” (provided that no Landlord Delay as described in clause (b) above will be deemed to have any liability occurred unless and until Tenant has notified Landlord of the event which Tenant claims constitutes a Landlord Delay and Landlord has failed to cure such event within five (5) Business Days thereafter). Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall will use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but mitigate its damages and/or construction delays in the event of an alleged Landlord is unable Delay. Notwithstanding anything to do so for the contrary in this Paragraph 2, if and to the extent Tenant reasonably incurs a net increased cost (taking into account any reasoncost saving Landlord might have facilitated by its actions, this Lease shall remain in effect, including any Landlord Delay) of design or construction of the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant Improvements as a direct result of any delay Landlord Delay (as reasonably evidenced by Tenant, with supporting documentation), Landlord will be responsible for such reasonable increased costs and Landlord’s Allowance will be increased by the amount of such reasonable increased cost. Further, when determining whether a particular Landlord Delay delayed Substantial Completion of the Tenant Improvements, the subject Landlord Delay shall be offset by any action or response by Landlord that achieved a reduction in Tenant’s construction schedule (each day saved in Tenant’s construction schedule being a “Schedule Saving Day”) and any aggregate Landlord Delay as described in this Paragraph 2.f. shall first be offset against, and reduced on a day-for-day basis by, the aggregate number of Schedule Saving Days. In the event of a disagreement between Landlord and Tenant as to whether a Landlord Delay has occurred and/or as to the application of this grammatical paragraph, either party may submit the issue to the dispute resolution procedure set forth in Paragraph 2.j. below. This Paragraph 2.f. is inapplicable to delays in Delivery, whether caused by Landlord, Landlord’s Contractor or otherwise (such delays being expressly covered by Paragraph 2.a. above) and this Paragraph 2.f. only applies to delays in the completion commencement or Substantial Completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by LandlordImprovements following Delivery. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floor.

Landlord Delay. A. Except Other than with respect to Landlord Delay as otherwise expressly provided for in Paragraphs 5A and 5B belowthis Expansion Premises Work Letter, if there is nothing contained in the Lease or this Expansion Premises Work Letter shall delay the Commencement Date. As used herein, “Landlord Delay” shall mean any delay or failure to act by Landlord after the date hereof (other than a matter which qualifies as a Force Majeure or a delay by Tenant) solely to the extent such delay or failure actually causes or results in a delay in Substantial Completion of the substantial completion of Expansion Premises Tenant Improvements and may include, without limitation, Landlord’s failure to act within the time period required for such action pursuant to this Expansion Premises Work or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effectLetter, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable failure by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before (including, without limitation, the Required Systems are not in good working order) no less than 30 days prior to the date of Substantial Completion of the Expansion Effective DatePremises Tenant Improvements, subject and the failure of by Landlord to cooperate with Tenant Delay and other matters beyond its contractors in connection with Tenant’s construction of Tenant’s Work including reasonable access to the Expansion Premises. Tenant acknowledges and agrees that the performance of Landlord’s reasonable controlWork and the cooperation and related coordination which Tenant is required under this Lease to provide in connection therewith shall under no circumstances constitute a Landlord Delay. The general contractor for Landlord’s Work shall, after consultation with the general contractor for the Expansion Premises Tenant Improvements, make the determination regarding the date on which Substantial Completion of the Expansion Premises Tenant Improvements would have occurred but in for any Landlord Delay. In no event shall a Landlord Delay commence until Landlord receives written notice from Tenant notifying Landlord of the event existence of such Landlord Delay; provided, that Tenant may give written notice to Landlord on the last day of any applicable time period within which Landlord is unable required to do so for any reasonact, this Lease shall remain in effect, and if Landlord does not perform the Expansion Effective Date shall not be extended or delayedaction required on that day, Tenant shall be deemed to have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and given Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) notice of the Base Rent payable with respect to the portion existence of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floorLandlord Delay.

Landlord Delay. A. Except Other than with respect to Landlord Delay as otherwise expressly provided for in Paragraphs 5A and 5B belowthis Work Letter, if there is nothing contained in the Lease or this Work Letter shall delay the Commencement Date. As used herein, “Landlord Delay” shall mean any delay or failure to act by Landlord after the date hereof (other than a matter which qualifies as a Force Majeure or a delay by Tenant) solely to the extent such delay or failure actually causes or results in a delay in Substantial Completion of the substantial completion of Tenant Improvements and may include, without limitation, Landlord’s failure to act within the time period required for such action pursuant to this Work or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effectLetter, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable failure by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before (including, without limitation, the Expansion Effective DateRequired Systems are not in good working order) no less than 30 days prior to the date of Substantial Completion of the Tenant Improvements, subject and the failure of by Landlord to cooperate with Tenant Delay and other matters beyond its contractors in connection with Tenant’s construction of Tenant’s Work including reasonable access to the Premises. Landlord’s reasonable controlcurrent schedule for construction of Landlord’s Work is attached to this Work Letter as Schedule 3. Tenant acknowledges and agrees that the performance of Landlord’s Work and the cooperation and related coordination which Tenant is required under this Lease to provide in connection therewith shall under no circumstances constitute a Landlord Delay. The general contractor for Landlord’s Work shall, after consultation with the general contractor for the Tenant Improvements, make the determination regarding the date on which Substantial Completion of the Tenant Improvements would have occurred but in for any Landlord Delay. In no event shall a Landlord Delay commence until Landlord receives written notice from Tenant notifying Landlord of the event existence of such Landlord Delay; provided, that Tenant may give written notice to Landlord on the last day of any applicable time period within which Landlord is unable required to do so for any reasonact, this Lease shall remain in effect, and if Landlord does not perform the Expansion Effective Date shall not be extended or delayedaction required on that day, Tenant shall be deemed to have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and given Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) notice of the Base Rent payable with respect to the portion existence of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floorLandlord Delay.

Landlord Delay. A. Except as otherwise expressly provided in Paragraphs 5A and 5B below, if there is a A “Landlord Delay” shall mean any actual delay in the substantial performance or completion of Tenant’s Work arising out of or resulting from (i) any delay by Landlord to timely respond to Tenant’s proposed plans within the time periods set forth in this Exhibit 2.1, (ii) Tenant’s inability to obtain a building permit for Tenant’s Work or a certificate of occupancy for the Premises by reason of a violation of any portion of Landlord’s Work with applicable Legal Requirements, (iii) any material interference by Landlord or Landlord’s Additional contractors with the performance of Tenant’s Work but subject to the priorities set forth in Section I.F above, or (iv) the systems expressly set forth in Exhibit 2.1-1 are not available for any reason, neither Landlord, nor the managing or leasing agent tempering/conditioning of the Buildingspace by the dates stated in Exhibit 2.1-1, nor which such dates shall be extended by Tenant Delay and Force Majeure not to exceed ninety (90) days. Notwithstanding the foregoing, (x) in no event shall any of their respective agentsthe foregoing be deemed to be a Landlord Delay until and unless Tenant has given Landlord written notice (the “Landlord Delay Notice”) advising Landlord (a) that a delay is occurring, partners or employees, shall have any liability to and (b) of the basis on which Tenant in connection with has determined that a delay is occurring and (c) and an additional three (3) business days has passed without a resolution of such delay, nor and (y) no period of time prior to the expiration of such three (3) business days following Landlord’s receipt of a Landlord Delay Notice shall this Lease be affected included in any way. B. the period of time charged to Landlord shall use pursuant to such Landlord Delay Notice. If Tenant, as the result of a Landlord Delay, is actually delayed in completion of Tenant’s Work and Tenant provides a Landlord Delay Notice with Tenant’s good faith and commercially reasonable efforts to substantially complete estimate of the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event likely length of such Landlord is unable to do so for any reason, this Lease shall remain in effectDelay, the Expansion Effective Fixed Rent Commencement Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, postponed one day for each day of such Landlord Delay and Landlord shall have no liability to reimburse Tenant for reasonable out-of-pocket costs actually incurred by Tenant as a result of any delay in the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by LandlordLandlord Delay. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floor.

Landlord Delay. A. Except as otherwise expressly provided in Paragraphs 5A and 5B below, if there is Any delay (determined on a delay daily basis) in the substantial completion performance of (a) the Base Building Work which results in Landlord’s 's failure to achieve any of the milestone dates noted on the Base Building Construction Schedule (including the Base Building Completion Date or any Delivery Date noted on the Base Building Construction Schedule) for any reason whatsoever (including any Unavoidable Delay) less any period of such delay which results solely from a Tenant Delay, or (b) the Tenant Work by reason of any deficiency in the Base Building Work or Landlord’s Additional any failure by Landlord to timely and completely perform its obligations under this Work for Letter, including any reason, neither Landlord, nor failure to continuously provide the managing or leasing agent services described in Section 3.4 in the manner provided therein during the entire Tenant Finish Period with respect to each Floor of the BuildingInitial Premises. LANDLORD'S ARCHITECT. Ellerbe Becket, nor any of their respective agentsInc., partners or employeessuch substitute architect as Tenant shall approve, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date which approval shall not be extended unreasonably withheld or delayed. LANDLORD'S ENGINEER. Lundquist, Killeen, Xxxxxx & Xxxxxx, Inc., or such substitute engineer as Tenant shall have no right to set-offapprove, deduct which approval shall not be unreasonably withheld or xxxxx delayed. LONG LEAD TIME ITEM. Any item or element of the Base Rent Building Work required or requested by Tenant under Section 2.2.2 or 2.2.3(a) which is not described in, covered by or reasonably inferable from the Preliminary Base Building Specifications or any other charges payable by Tenant hereunderprevious submission of the Base Building Plans and Specifications, and Landlord shall have no liability the procurement or construction of which has a reasonable probability of causing the Base Building Completion Date or any Delivery Date to Tenant as a result of any delay be delayed from the applicable date provided in the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended Base Building Construction Schedule solely by reason of Tenant Delay limited supplies or suppliers, unusual length of time to be fabricated, manufactured or delivered, existing or impending labor problems related to the off-site fabrication, manufacture or delivery of such items, quantities specified or other similar foreseeable circumstances, considering, in each such case, the history and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion current conditions of the Stairwell Workmarketplace; provided, Base Rent however, in no event shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) claim any such item or element is a Long Lead Time Item to the extent the delay with respect thereto results from any Landlord Delay or to the extent such element would not have been a Long Lead Time Item had the planning or performance of the Base Rent payable Building Work been performed by Landlord in the ordinary course and in conformance with respect to this Work Letter. PRELIMINARY BASE BUILDING SPECIFICATIONS. The Base Building Shell Condition Requirements, the portion Base Building Scope Documents, the preliminary floor plates for the Building attached hereto as EXHIBIT 2, and the exterior depiction of the Premises located on each floor Building attached hereto as to which Landlord’s Common Area Work is not substantially completedEXHIBIT 3, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floorcollectively.

Landlord Delay. A. Except As used herein, the term "Landlord Delay" shall mean (a) any interference or delay caused by occurrences within the reasonable control of Landlord not otherwise permitted under this Lease, or (b) any delay caused by Landlord's failure or refusal to either approve or disapprove Tenant's plan for Tenant Improvements, or to furnish plans, as otherwise expressly provided and within the time periods specified in Paragraphs 5A and 5B Exhibit B hereto, or (c) any delay attributable to changes in or additions to Landlord's Work or Tenant Improvements requested by Landlord (including changes under Section 3(m) below) or on account of interference by Landlord or its contractors, if there is a employees or agents, or (d) any delay in the substantial completion of Landlord or Landlord’s 's contractor giving approvals, consents, prices or quotes, or taking other action with respect to Landlord's Work or Landlord’s Additional Work for any reasonTenant's Improvements, neither Landlord, nor all as required or contemplated under Exhibit B; provided that the managing or leasing agent of foregoing clauses (a) through (d) shall apply only to the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with extent that such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially notwithstanding Tenant's reasonable best efforts to substantially complete mitigate the Stairwell Work on or before the Expansion Effective Datedelay, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on actually delays the date of substantial completion Premises Delivery. Tenant shall notify Landlord as soon as reasonably possible when Tenant becomes aware of an event constituting Landlord Delay which notice shall include a description of the Stairwell Work, Base Rent shall xxxxx as to that portion matter constituting Landlord Delay and Tenant's good faith estimate of the Premises rendered inaccessible potential amount of Landlord Delay. Landlord shall promptly correct or cause to be corrected all defects in Landlord's Work and Tenant Improvement work performed by the Tenant Improvement Contractor, and all failures of such work to conform to the plans and specifications for such work which have been agreed upon by Landlord and Tenant, which defects or untenantable by non-conformities are discovered before or within one year after the date upon which Tenant by reason first occupies each phase of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Premises. Landlord shall use good faith and commercially reasonable efforts bear all costs of correcting Landlord's Work and, to substantially complete the extent caused by the act or omission of Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date Tenant Improvements. Landlord shall not be cooperate with Tenant, at no additional cost to Landlord, in establishing warranties within the construction contracts for Landlord's Work and Tenant Improvements, including such reasonable extended or delayed, warranties for items such as roof and HVAC as Tenant may reasonably request. Landlord and Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any each give the other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result prompt written notice after discovering the existence of any delay such defects or non-conformities in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area 's Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of and Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floorImprovements.

Landlord Delay. A. Except As used herein, the term "Landlord Delay" shall mean (a) a delay by Landlord in the delivery of any required plans, drawings, documents or information or the giving of a required approval or consent, or the making available of space or systems to Tenant as otherwise expressly provided in Paragraphs 5A required by this Lease, and 5B below, if there is (b) a delay in the substantial completion of Landlord’s Tenant's Work or Landlord’s Additional Work for any reasonrequired Tenant approval, neither Landlordconsent or action, nor caused by the managing fault or leasing agent delay of, or noncompliance with this Lease by, Landlord or any of its employees, agents, contractors or suppliers. If the Delivery Date does not occur by January 1, 2003 (or by March 1, 2003 if Tenant has exercised the Commencement Date Extension Option), then Landlord Delay shall include each calendar day that passes after said date until the Delivery Date occurs. Landlord Delay shall include delay which is the direct result of the Building, nor any existence of their respective agents, partners concealed Hazardous Materials (defined herein) within the Premises or employees, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in concealed legally non-complying conditions within the completion of Premises, but only to the Stairwell Work, provided extent that if (a) such condition is discovered and alleged to exist during the Stairwell Work is not substantially completed on or before the Expansion Effective Date ninety (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control90) (the “Outside Stairwell Work Date”), then for the day period commencing on the Outside Stairwell Work Date and ending on following the date of substantial completion of on which Tenant commences the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Tenant's Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to within the portion of the Premises located on each floor as to which Landlord’s Common Area Work affected by such conditions, and (b) such condition is not substantially completedattributable to the acts or omissions of Tenant or its employees, agents, contractors or suppliers. For purposes of the prior sentence, the term "concealed" shall mean not discoverable by reasonable and customary inspection. Landlord Delay shall not include (x) any day of a grace period or a period described as reasonably authorized for completion of performance by Landlord, (y) any delay to the period commencing on extent caused by Tenant Delay, or (z) Force Majeure Delay; provided that for this purpose no delay of a type set forth in either of the Outside Common Area Work Date and ending on the day two immediately preceding sentences shall be considered Force Majeure Delay regardless of whether within the date of substantial completion control of Landlord’s Common Area Work on . Landlord Delay shall not include any delay caused by any timely and proper rejection by Landlord of any plan or other information required to be submitted by Tenant and approved by Landlord (to the extent that Landlord has the right to withhold such floorapproval pursuant to the terms of this Lease).

Landlord Delay. A. Except The Phase I Rent Commencement Date, Phase II Rent Commencement Date and Phase III Rent Commencement Date shall be extended on a day-for-day basis for each day that completion of the Tenant Work is actually delayed beyond the date which is fifteen (15) days prior to each such date (each being referred to as otherwise expressly the “Completion Date”) (provided in Paragraphs 5A that the Outside Contractor’s approved construction schedule has a Completion Date of at least 15 days prior to the foregoing applicable Rent Commencement Date and 5B belowif not, if there then the Completion Date shall be adjusted to match the number of days prior to each such Rent Commencement Date that is a delay set forth in the substantial completion of LandlordOutside Contractor’s Work or Landlord’s Additional Work for any reasonapproved construction schedule), neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of the acts or omissions of Landlord, its agents or employees (“Landlord Delay”), which shall include, without limitation, actual delays resulting from any of the following: (a) Landlord’s failure to respond to any submission of documents within the time period provided in Article I above or Landlord’s failure to respond, within five (5) business days, to any request by Tenant for Landlord’s consent (which consent shall not be unreasonably withheld or conditioned) to any change orders to the Tenant Construction Documents; provided, that, notwithstanding the foregoing, Landlord will have fifteen (15) days (as opposed to 5-business days) to respond to any material scope changes to the Tenant Construction Documents; (b) Landlord’s failure to provide services to Tenant during the performance of the Tenant Work, as provided in Paragraph 2 above, but subject to the limitations provided therein; (c) any material interference by Landlord with the reasonable performance of the Tenant Work; and (d) Landlord’s failure to provide Tenant access to the freight elevator and loading dock as required by Paragraphs 2 and 5 above. Notwithstanding the foregoing, any delay by Landlord which constitutes a Landlord Delay shall be offset by any delays caused by Tenant, its employees, agents and/or contractors, including, without limitation, the Outside Contractor. If the parties cannot reasonably agree upon whether an act or omission of Landlord, its agents or employees or an act or omission of Tenant, its agents, employees or contractors, including, without limitation, the Outside Contractor, actually resulted in the delay of completion of the Stairwell Tenant Work, provided that if such determination shall be made by an independent general contractor generally in accordance with the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason arbitration process set forth in Section III of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion Exhibit C of the Stairwell Worklease, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant determination shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located final and binding on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floorboth parties.

Landlord Delay. A. Except as otherwise expressly provided in Paragraphs 5A and 5B below, if there is a delay in (1) In the substantial completion of Landlord’s Work or Landlord’s Additional Work for any reason, neither event Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to as extended for Tenant Delay and other matters beyond Landlord’s reasonable controlor Unavoidable Delay, but fails to (i) meet any applicable time frames under Section 6(A) above for such Tranche, (ii) apply for the Permits for each Tranche within the time period provided for in Section 6(A)(5), and/or (iii) commence the event Landlord is unable Work applicable to do so for any reason, this Lease shall remain in effect, such Tranche by the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of the Stairwell Work, provided that if the Stairwell applicable Work is not substantially completed on or before the Expansion Effective Commencement Date (as each of such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) items described under the foregoing clauses (the “Outside Stairwell Work Date”i), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work(ii) and/or (iii), Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. a “Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work DatePreconstruction Delay”), then Tenant shall have the remedies set forth in Section 6(C) subject to the terms and conditions set forth therein. Landlord shall not be entitled charged for any Landlord Preconstruction Delay unless (a) Tenant shall have given Landlord a notice advising Landlord of its failure to an abatement of ten percent so commence and/or perform (10%a “Landlord Preconstruction Delay Notice”) and (b) Landlord shall have failed to cure such failure within five (5) Business Days after its receipt of the Base Rent payable with respect Landlord Preconstruction Delay Notice, or, if such failure is not reasonably susceptible of being cured within said five (5) Business Day period, Landlord fails to notify Tenant of its intention to cure and commences to cure within such five (5) Business Day period, and thereafter endeavors to diligently prosecutes such cure to completion. (2) Notwithstanding anything to the portion of contrary in Section 6(B)(1) immediately above, in the Premises located event Landlord fails to achieve Final Substantial Completion on each floor or before the Final Substantial Completion Deadline as to which Landlord’s Common Area Work is not substantially completedhereinafter defined (such failure being a “Landlord Substantial Completion Delay”, for the period and together with Landlord Preconstruction Delay, “Landlord Delay”), then commencing on the Outside Common Area Work Date and ending on the day immediately preceding upon the date Tenant shall have given Landlord a notice advising Landlord of substantial completion of Landlord’s Common Area Work on such floor.its failure to timely achieve Final Substantial Completion (a “Landlord Substantial Completion Delay Notice” and together with Landlord Preconstruction Delay Notice, a “Landlord Delay Notice”), Tenant shall have the remedies set forth in Section 6(C) subject to the terms and conditions set forth therein. The “Final Substantial Completion Deadline” shall be,

Landlord Delay. A. Except The term “Landlord Delay” as otherwise expressly provided used in Paragraphs 5A the Lease and/or this Work Letter shall mean (a) any failure of Landlord to provide the access or utilization of Building entries, loading docks, elevator service, utilities or other services as required by this Work Letter, after written notice of such failure and 5B belowthe passage of three (3) business days thereafter without cure, if there is (b) any failure to Landlord to approve or reasonably disapprove any items within the timeframe required under this Work Letter, (c) any delay by Landlord in delivering the Premises or portions thereof by the date required under the Lease, including delivery of the Verizon Space and GD Space, and (d) any other delay caused by Landlord, or its respective agents, contractors, employees, or servants, including Landlord’s inference with the construction of the Tenant Improvements in connection with completing Landlord’s Work, or Landlord’s failure to deliver the Premises within the time periods required under the Lease. Notwithstanding the foregoing, Landlord Delays shall not include any delays directly resulting from a Tenant Delay, or any delays which do not actually and directly result in a delay in the substantial completion of LandlordTenant’s Work or Landlordfrom the date that Tenant’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with would otherwise be substantially completed absent such delay. Each day of Xxxxxxxx Xxxxx shall delay by one day the Commencement Date. Should any such Landlord Delay occur, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right execute and enter into an amendment to set-offthe Lease, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in promptly following the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of Tenant’s Work in the Stairwell WorkPremises, Base Rent shall xxxxx as to that portion adjusting the Term of the Premises rendered inaccessible to or untenantable by Tenant by reason Lease based upon a final reconciliation of the incomplete or continued construction of Commencement Date in accordance with the Stairwell Work, as reasonably determined by Landlordforegoing. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floor.

Landlord Delay. A. Except as otherwise expressly provided in Paragraphs 5A and 5B below, if there is If a delay in the substantial completion of Landlord’s the Work or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent occurs because Landlord unreasonably delays substantial completion of the BuildingWork, nor then any of their respective agents, partners or employees, such delay shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. a "Landlord shall use good faith and commercially reasonable efforts to substantially complete Delay". It is agreed that the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Commencement Date shall not be extended or delayedto a later date by one day for each day constituting a Landlord Delay; provided, however, in order to claim an extension of the Commencement Date pursuant to this sentence, Tenant shall give Landlord written notice ("Delay Notice"), at least once per week, of any delays in the substantial completion of the Work that are claimed to be attributable to Landlord Delays which are known (or reasonably should have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability been known) to Tenant as of the date of the Delay Notice, which Delay Notice shall set forth (i) the type of delay that is claimed, (ii) the number of days of delay claimed, (iii) the basis for the claim and the new Commencement Date claimed as a result of any delay such delays. Landlord shall have the right to dispute in good faith the completion existence and/or number of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as days of such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable Landlord Delays claimed by Tenant by reason giving Tenant written notice thereof within 10 days after Landxxxx'x xeceipt of the incomplete or continued construction Delay Notice and if the parties are unable to resolve the dispute within 30 days after Landxxxx'x xeceipt of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable Notice with respect to the portion claimed Landlord Delax, xxen the dispute shall be submitted to binding arbitration in accordance with the rules of the Premises located American Arbitration Association. In such event, Tenant and Landlord shall each, within ten (10) days of the expiration of such thirty (30) day period, select an arbitrator, which arbitrators shall together select a third arbitrator. The arbitrators shall act as promptly as possible and make every effort to reach a determination within thirty (30) days from the submission date. All such arbitrators shall (i) be disinterested and impartial, and (ii) not be affiliated with Landlord or the Tenant. If Landlord so disputes in good faith the Landlord Delays claimed by Tenaxx, xxe Commencement Date shall nevertheless occur on each floor July 1, 1996 (as extended by the number of days of Landlord Delays which Landlord has not so disputed) and upon the conclusion of such arbitration proceedings and the arbitrators' determination of the number of days of actual Landlord Delays, the parties shall (i) enter into a written agreement agreeing to which Landlord’s Common Area Work is not substantially completed, for the period commencing same and (ii) effect a cash settlement (if necessary) if Tenant has overpaid rent based on the Outside Common Area Work new Commencement Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such flooras so determined by said arbitration proceedings.

Landlord Delay. A. Except as otherwise expressly provided If Tenant or its General Contractor shall be delayed in Paragraphs 5A and 5B below, if there is a delay in Substantially Completing the substantial completion of Landlord’s Work or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant Improvements as a result of the occurrence of any delay in the completion of the Stairwell Workfollowing (a “Landlord Delay”), provided that if no Landlord Delay shall be deemed to have commenced accruing unless and until Tenant shall have notified Landlord in writing of the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as potential cause of any such substantial completion date may be extended by reason of Tenant Landlord Delay and other matters beyond the projected length of any such Landlord Delay: a. Landlord’s reasonable control) (failure to furnish information or approval of the “Outside Stairwell Space Plan or the Working Drawings in accordance with this Work Date”)Letter or to respond to any request by Tenant for any approval or information within any time period prescribed, or if no time period is prescribed, then for within ten (10) Business Days of such request; b. Any Change Orders to the period commencing on approved Working Drawings requested by Landlord; or c. Any breach or default by Landlord in the Outside Stairwell performance of Landlord’s obligations under the Lease or Work Date and ending Letter; then the date of Substantial Completion of the Tenant Improvements shall be deemed to be the day that Tenant Improvements would have been Substantially Completed absent any such Landlord Delay. The Tenant Improvements shall be deemed to be Substantially Completed on the date that the Tenant Improvements have been performed (or would have been performed absent any Landlord Delay), other than any Punchlist Items or details of substantial completion of the Stairwell Workconstruction, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent mechanical adjustment or any other charges payable by Tenant hereundermatter, and Landlord shall have no liability to Tenant as a result of any delay in the non-completion of Landlordwhich does not materially interfere with Tenant’s Common Area Workuse of the Premises. If the Tenant Improvements are delayed from being Substantially Completed due to any Landlord Delay, provided that if Landlord’s Common Area then the Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may Schedule shall be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, account for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floordelay.

Landlord Delay. A. Except as otherwise expressly provided in Paragraphs 5A and 5B belowIf the Delivery Date does not occur by the Estimated Delivery Date, if there is a delay in the substantial completion of Landlord’s Work Lease shall not be void or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delayvoidable, nor shall this Landlord be liable for any loss or damage resulting therefrom, except as hereinafter provided. However, if the Delivery Date does not occur by the Estimated Delivery Date (as extended for “Force Majeure Delay”) and such delay is not due to any “Tenant Delay” (as such terms are defined in Exhibit C), then Landlord agrees to reimburse Tenant for the Holdover Rent (hereinafter defined) that Tenant pays to the landlord under the existing lease of space at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx (“Existing Lease”) for each day of delay beyond the Estimated Delivery Date, unless caused by a Tenant Delay, until the Delivery Date. The “Holdover Rent” means the additional holdover rent charged by the landlord under the Existing Lease and actually paid by Tenant to such landlord over and above the rent that would otherwise be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete applicable without such holdover rent charge during such holdover period. The total amount of the Stairwell Work monthly Holdover Rent under the Existing Lease is $43,500.00 per month. Should the Delivery Date not occur on or before the Expansion Effective Estimated Delivery Date and such delay causes a delay in Tenant substantially completing construction of the Tenant Improvements (as defined in Exhibit C attached hereto), then the Commencement Date shall be delayed for the number of days the Premises is delivered after the Estimated Delivery Date, subject except to the extent such delay is due to a Tenant Delay and other matters beyond Landlord’s reasonable control, but except to the extent that Tenant is occupying and conducting its business in the event Landlord is unable Premises. If the Delivery Date does not occur within six months after the Estimated Delivery Date (as extended for Force Majeure Delay) due to do so for any reasona cause other than a Tenant Delay (defined in Exhibit C, Section 3), Tenant shall have the right to cancel this Lease shall remain in effect, upon Notice to Landlord given within ten days after the Expansion Effective Date shall not be extended or delayedexpiration of the six-month period. Should Tenant cancel the Lease as provided above, Tenant shall have no right obligation to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and reimburse Landlord shall have no liability to Tenant as a result of any delay in the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by LandlordHoldover Rent. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floor.

Landlord Delay. A. Except The term “Landlord Delay” as otherwise expressly provided used in Paragraphs 5A this Work Letter shall mean (a) any failure of Landlord to provide the access or utilization of Building entries, loading docks, elevator service, utilities or other services as required by this Work Letter, after written notice of such failure and 5B belowthe passage of three (3) business days thereafter without cure, if there is (b) any failure to Landlord to approve or reasonably disapprove any items within the timeframe required under this Work Letter, (c) any delay by Landlord in delivering the Expansion Space or portions thereof by the date required under this Second Amendment, and (d) any other delay caused by Landlord, or its respective agents, contractors, employees, or servants, including Landlord’s inference with the construction of the Tenant Improvements, after written notice from Tenant of such failure and the passage of three (3) business days thereafter without cure or Landlord’s failure to deliver the Expansion Space as required in this Second Amendment. Notwithstanding the foregoing, Landlord Delays shall not include any delays directly resulting from a Tenant Delay, or any delays which do not actually and directly result in a delay in the substantial completion of LandlordTenant’s Work or Landlordfrom the date that Tenant’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with would otherwise be substantially completed absent such delay, nor . Each day of Landlord Delay shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before delay by one day the Expansion Effective Space Commencement Date. Should any such Landlord Delay occur, subject to Tenant Delay Landlord and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right execute and enter into an amendment to set-offthe Lease, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in promptly following the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of Tenant’s Work in the Stairwell WorkExpansion Space and/or the Current Premises, Base Rent shall xxxxx as to that portion adjusting the Term of the Premises rendered inaccessible to or untenantable by Tenant by reason Lease based upon a final reconciliation of the incomplete or continued construction of Expansion Space Commencement Date in accordance with the Stairwell Work, as reasonably determined by Landlordforegoing. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floor.

Landlord Delay. A. Except as otherwise expressly provided in Paragraphs 5A and 5B belowNotwithstanding anything to the contrary contained herein, if there is a delay in the substantial date of Tenant’s completion of Landlord’s the Initial Tenant Work or Landlord’s Additional and the Initial Restroom Work for any reasonshall actually be delayed due solely to Landlord Delay, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, then Tenant shall have any liability to Tenant in connection with the right, as Tenant’s sole and exclusive remedy for such delay, nor shall this Lease to a credit against Base Rent to be affected applied commencing on the Rent Commencement Date, in any way. B. the amount of $32,836.42 per day (the “Landlord Delay Credit”) for each day of such actual delay in Tenant’s completion of the Initial Tenant Work and the Initial Restroom Work; provided, however, that if Tenant is able to mitigate the period of delay in its completion of the Initial Tenant Work and the Initial Restroom Work by performing such work on an overtime or premium pay basis, then, in lieu of the Landlord Delay Credit, Landlord shall use good faith reimburse Tenant for its actual costs to mitigate such delay, upon presentation of reasonable supporting documentation, but in no event shall Landlord’s liability pursuant to this Section 7.03 exceed an amount equal to the Landlord Delay Credit. For the avoidance of doubt, in the event that Tenant shall be delayed in completing the Initial Tenant Work and commercially reasonable efforts the Initial Restroom Work due to substantially complete both Force Majeure and Landlord Delay on the Stairwell same day, then such day of delay shall be deemed to have been attributed solely to Force Majeure, and if Tenant shall be delayed in completing the Initial Tenant Work on or before and the Expansion Effective Date, subject Initial Restroom Work due to both Tenant Delay and other matters beyond Landlord’s reasonable controlLandlord Delay on the same day, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date then Tenant shall not be extended entitled to a credit against Base Rent as the result of such day of delay. If Landlord shall fail to reimburse Tenant for any such sums due pursuant to this Section 7.03 on a timely basis when required in accordance with this Section 7.03, Tenant may provide written notice of such failure to Landlord, which notice must contain bold face 18 point type AND CAPITALIZED LETTERS making demand for such payment or delayedan explanation of non-payment with specific reference to the provisions of this Section 7.03. Landlord shall then, within fifteen (15) days after receipt of such notice, either make the required payment or provide Tenant with a reasonably detailed explanation of the reason(s) for non-payment. If Landlord shall not respond to Tenant’s notice given in accordance with this Section 7.03 within fifteen (15) days after such notice shall have been given to Landlord (with time being of the essence), or if Landlord shall provide an explanation for non-payment with which Tenant shall disagree, then, Tenant shall have no the right to set-off, deduct or xxxxx Base Rent or submit any other charges payable dispute arising between Landlord and Tenant as to whether Landlord has failed properly so to reimburse Tenant to arbitration initiated by Tenant hereunderpursuant to the terms of Article 21. In the event that Tenant shall obtain a final determination in such arbitration to the effect that Landlord was required so to reimburse Tenant, then Landlord shall, within ten (10) Business Days after such determination has been obtained, pay such required reimbursement amount to Tenant, plus interest thereon at the Default Rate accruing from the date on which the payment should initially have been made in accordance with this Section 7.03; and if Landlord shall have no liability fail to Tenant as a result of any delay in the completion make such payment within such ten (10) Business Day period (with time being of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”essence), then Tenant shall be entitled have the right to an abatement of ten percent (10%offset against the next installment(s) of Rent becoming due hereunder the Base Rent payable with respect amount which Tenant was determined by arbitration to have been entitled, plus interest thereon at the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding Default Rate accruing from the date of substantial completion of Landlord’s Common Area Work on such floor.which the payment should initially have been made in accordance with this Section 7.03, until Tenant has been fully credited therefor

Landlord Delay. A. Except as otherwise expressly provided in Paragraphs 5A and 5B below, if there is a Any of the following types of delay in the substantial completion of construction of the Tenant Improvements; provided, that Tenant shall have provided Landlord with written notice of such delay (along with a description of such specific delay with particularity), and a one (1) business day opportunity to cure such delay following delivery of such notice: (i) Any delay resulting from Landlord’s failure to furnish, within the time period provided in the Construction Schedule (as to any matters for which a specific response time is provided therein) or otherwise in a timely manner (as to any matters for which no specific response time is provided in the Construction Schedule), information requested by Tenant or by the Architect or General Contractor for Tenant’s Work or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delaythe design or construction of Tenant’s Work, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond from Landlord’s reasonable controlfailure to approve, but within the time period provided in the event Construction Schedule (as to any matters for which a specific response time is provided therein) or otherwise in a timely manner (as to any matters for which no specific response time is provided in the Construction Schedule), any matters requiring approval by Landlord; (ii) Any delay resulting from any Voluntary Landlord is unable Changes (as hereinafter defined) initiated by Landlord pursuant to do so for any reasonthis Workletter in Landlord’s Approved Plans, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent Landlord’s Final Working Drawings or any other charges payable by Tenant hereunderitem relating to Landlord’s Work, and Landlord shall have no liability including any delay reasonably attributable to Tenant the need to revise any drawings or obtain further governmental approvals as a result of any such Voluntary Landlord Change; (iii) Any delay, after Structural Completion, in Landlord’s completion of applicable portions of Landlord’s Work by the Work Deadline provided in the Construction Schedule (including, but not limited to, the Curtainwall Completion Date), other than as a result of a Tenant Delay or an Unavoidable Delay, to the extent such delay causes a delay in the Tenant’s completion of construction of the Stairwell Tenant Improvements; or (iv) Any delay of any other kind or nature directly caused by Landlord (or Landlord’s contractors, architects, engineers, consultants, vendors, suppliers, agents or employees) or directly resulting from the performance (or lack thereof) of Landlord’s Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as any such substantial completion date may be extended by reason of Tenant delay constituting an Unavoidable Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and considered a Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floorDelay.

Landlord Delay. A. Except as otherwise expressly provided in Paragraphs 5A and 5B below, if there is a delay in the substantial completion of Landlord’s Work or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent If Substantial Completion of the BuildingWork is delayed beyond the Target Lease Commencement Date by less than thirty (30) days due to a Landlord Delay, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall this Lease be affected in any way. B. Landlord shall use good faith and commercially reasonable efforts to substantially complete the Stairwell Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, then Tenant shall have no the right to set-off, deduct offset against Tenant’s Rent obligations first coming due under this Lease an amount equal to one half (50%) of the added hold over rent premium or xxxxx Base Rent or any other charges rent differential payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result under its current Lease for such period of any delay in the completion (“Tenant’s Added Holdover Costs”). If Substantial Completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on delayed beyond the Target Lease Commencement Date for thirty (30) or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable controlmore days, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is less than sixty (60) days, due to a Landlord Delay then Tenant shall have the right to offset against its Rent obligations first coming due under this Lease an amount equal to seventy-five percent (75%) of Tenant’s Added Holdover Costs. If Substantial Completion of the Work is delayed for sixty (60) or more days after beyond the Expansion Effective Target Lease Commencement Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”)due to a Landlord Delay, then Tenant shall be entitled have the right to offset against its Rent obligations first coming due under this Lease an abatement of ten percent amount equal to all (10100%) of Tenant’s Added Holdover Costs. For the Base Rent payable with respect purposes of this subsection (d), in no event shall “Tenant’s Added Holdover Costs” exceed $95,000 per month. Furthermore, if at any time Tenant reasonably determines that the Substantial Completion Date will be delayed by a Landlord Delay more than ninety (90) days beyond the Target Lease Commencement Date, then Tenant shall have the right, by giving written notice to Landlord, to terminate this Lease as long as notice is given prior to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the actual date of substantial completion of LandlordSubstantial Completion. Upon any such termination by Tenant, Landlord shall pay Tenant an amount equal to Tenant’s Common Area Work on such floorAdded Holdover Costs that otherwise would have been an offset to Tenant’s Rent obligation.

Landlord Delay. A. Except If and to the extent Tenant shall be actually delayed in completing the Leasehold Work as otherwise expressly provided a result of: (i) Landlord's failure to comply with any deadline specified in Paragraphs 5A this Exhibit for which there is no “deemed approved,” two-notice process, or (ii) Landlord's failure to pay when due any portion of the Improvements Allowance, for which Tenant has timely and 5B belowproperly submitted its request therefor pursuant to the provisions of this Work Agreement (but only to the extent such failure actually delays the completion of the Leasehold Work), or (iii) Tenant being required to redesign or reconstruct the Leasehold Work as more particularly described in Paragraph 2 above on account of the type of material discrepancy for which Landlord is obligated to reimburse Tenant for excess costs, or (iv) latent defects in the Base Building Work discovered and requiring repair during the course of construction of the Leasehold Work, or (v) Xxxxxx’x failure timely to respond to Tenant’s request for approval or Xxxxxx’x improper withholding of its approval, then such delay shall constitute "Landlord Delay”. Tenant shall notify Landlord’s Authorized Representative (in writing and with reasonable specificity) promptly upon Tenant’s becoming aware of the existence of any such Landlord Delay and, notwithstanding the preceding sentence, if there is a delay Tenant fails to so notify Landlord (in the substantial completion writing) as soon as reasonably practicable after Tenant becomes aware of Landlord’s Work or Landlord’s Additional Work for any reason, neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with an event that may cause such delay, nor then any period of delay prior to such notice shall this Lease not constitute Landlord Delay; provided, however, that no notice shall be affected in required with respect to any way. B. Landlord Delays caused by clause (i) above. Tenant shall use good faith and commercially reasonable efforts to substantially complete counter the Stairwell Work on or before the Expansion Effective Dateeffect of any Landlord Delay; however, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but in the event Landlord is unable to do so for any reason, this Lease shall remain in effect, the Expansion Effective Date shall not be extended obligated to expend any additional amounts in such efforts (e.g., by employing overtime labor or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or by funding any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of the Stairwell Work, provided that if the Stairwell Work is not substantially completed on or before the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Stairwell Work Date”), then for the period commencing on the Outside Stairwell Work Date and ending on the date of substantial completion of the Stairwell Work, Base Rent shall xxxxx as to that portion of the Premises rendered inaccessible to or untenantable by Tenant by reason of the incomplete or continued construction of the Stairwell Work, as reasonably determined by Landlord. C. Landlord shall use good faith and commercially reasonable efforts to substantially complete Landlord’s Common Area Work on or before the Expansion Effective Date, subject to Tenant Delay and other matters beyond Landlord’s reasonable control, but allowances in the event case of a Landlord is unable Delay pursuant to do so for clause (ii) above) unless Landlord agrees in advance to bear any reason, this Lease shall remain in effect, the Expansion Effective Date shall incremental cost associated with such efforts (whether or not be extended or delayed, Tenant shall have no right to set-off, deduct or xxxxx Base Rent or any other charges payable by Tenant hereunder, and Landlord shall have no liability to Tenant as a result of any delay in the completion of Landlord’s Common Area Work, provided that if Landlord’s Common Area Work is not substantially completed on or before the date which is sixty (60) days after the Expansion Effective Date (as such substantial completion date may be extended by reason of Tenant Delay and other matters beyond Landlord’s reasonable control) (the “Outside Common Area Work Date”efforts are ultimately successful), then Tenant shall be entitled to an abatement of ten percent (10%) of the Base Rent payable with respect to the portion of the Premises located on each floor as to which Landlord’s Common Area Work is not substantially completed, for the period commencing on the Outside Common Area Work Date and ending on the day immediately preceding the date of substantial completion of Landlord’s Common Area Work on such floor. [Intentionally Omitted].