Common use of Construction of Additional Improvements Clause in Contracts

Construction of Additional Improvements. (i) Subject to delays resulting from Force Majeure Matters and/or Tenant Delays, Landlord shall Substantially Complete the following additional improvements within the Park by the applicable completion dates set forth herein: (i) the refurbishment of the two buildings located immediately adjacent to the Building (the “Grid Buildings”), as identified on Exhibit D attached hereto, and construction of the Café (as defined in Section 16.23) in the location shown on Exhibit D attached hereto (collectively, the “Phase II Improvements”) not later than April 30, 2021 (the “Phase II Completion Date”), (ii) the construction of the Fitness Center (as defined in Section 16.23) in the location identified on Exhibit D attached hereto and generally consistent with the depictions of same on Exhibit J attached hereto not later than June 30, 2021 (the “Fitness Center Completion Date”), and (iii) the refurbishment of the two buildings located next to the Grid Buildings (the “Edge Buildings”), as identified on Exhibit D attached hereto (the “Phase III Improvements”) not later than September 1, 2021 (the “Phase III Completion Date”). If Landlord for any reason other than Force Majeure Matters and/or Tenant Delays is unable to Substantially Complete any of the aforementioned additional improvements (each, an “Additional Improvement”) by the applicable completion date (each, a “Completion Date”), this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary for Landlord to Substantially Complete such improvements. In such event, the following terms shall apply: (1) In the event Substantial Completion of an Additional Improvement does not occur by the date that is sixty (60) days following the applicable Completion Date for such Additional Improvement, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for every three (3) days that elapse between the end of such sixty (60) day period until Substantial Completion of the applicable Additional Improvement occurs (each, an “Additional Improvement Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event Substantial Completion of an Additional Improvement does not occur by the date that is one hundred twenty (120) days following the applicable Completion Date for such Additional Improvement, the Additional Improvement Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for every three (3) days that elapse between the end of such one hundred twenty (120) day period and the date Substantial Completion of the applicable Additional Improvement occurs, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event Substantial Completion of an Additional Improvement does not occur by the date that is one hundred eighty (180) days following the Target Shell Completion Date, the Additional Improvement Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for every three (3) days that elapse between the end of such one hundred eighty (180) day period and the date Substantial Completion of the applicable Additional Improvement occurs, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) In the event Substantial Completion of any Additional Improvement does not occur by July 1, 2022, then thereafter until the earlier to occur of (i) the occurrence of Substantial Completion of all Additional Improvements or (ii) August 1, 2022, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Additional Improvement Credit, if applicable.

Construction of Additional Improvements. (i) Subject to delays resulting from Force Majeure Matters and/or Tenant Delays, Landlord shall Substantially Complete the following additional improvements within the Park by the applicable completion dates set forth herein: (i) the refurbishment of the two buildings located immediately adjacent to the Building (the “Grid Buildings”), as identified on Exhibit D attached hereto, and construction of the Café (as defined in Section 16.23) in the location shown on Exhibit D attached hereto (collectively, the “Phase II Improvements”) not later than April 30, 2021 (the “Phase II Completion Date”), (ii) the construction of the Fitness Center (as defined in Section 16.23) in the location identified on Exhibit D attached hereto and generally consistent with the depictions of same on Exhibit J attached hereto not later than June 30, 2021 (the “Fitness Center Completion Date”), and (iii) the refurbishment of the two buildings located next to the Grid Buildings (the “Edge Buildings”), as identified on Exhibit D attached hereto (the “Phase III Improvements”) not later than September 1, 2021 (the “Phase III Completion Date”). If Landlord for any reason other than Force Majeure Matters and/or Tenant Delays is unable to Substantially Complete any of the aforementioned additional improvements (each, an “Additional Improvement”) by the applicable completion date (each, a “Completion Date”), this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary for Landlord to Substantially Complete such improvements. In such event, the following terms shall apply: (1) In the event Substantial Completion of an Additional Improvement does not occur by the date that is sixty (60) days following the applicable Completion Date for such Additional Improvement, Tenant shall receive a credit against the Monthly Rental Installments due hereunder equal to one (1) day of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for every three (3) days that elapse between the end of such sixty (60) day period until Substantial Completion of the applicable Additional Improvement occurs (each, an “Additional Improvement Credit”), which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (2) In the event Substantial Completion of an Additional Improvement does not occur by the date that is one hundred twenty (120) days following the applicable Completion Date for such Additional Improvement, the Additional Improvement Credit shall increase to two (2) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for every three (3) days that elapse between the end of such one hundred twenty (120) day period and the date Substantial Completion of the applicable Additional Improvement occurs, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (3) In the event Substantial Completion of an Additional Improvement does not occur by the date that is one hundred eighty (180) days following the Target Shell Completion Date, the Additional Improvement Credit shall be increased to three (3) days of Minimum Annual Rent and Additional Rent with respect to the Leased Premises for every three (3) days that elapse between the end of such one hundred eighty (180) day period and the date Substantial Completion of the applicable Additional Improvement occurs, which credit(s) shall be applied to the Monthly Rental Installment(s) first becoming payable hereunder. (4) In the event Substantial Completion of any Additional Improvement does not occur by July 1, 2022, then thereafter until the earlier to occur of (i) the occurrence of Substantial Completion of all Additional Improvements or (ii) August 1, 2022, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord. For purposes of clarification, Tenant▇▇▇▇▇▇’s failure to terminate this Lease pursuant to this subsection shall not cut off the accrual of the Additional Improvement Credit, if applicable.