Common use of Failure to Deliver Possession Clause in Contracts

Failure to Deliver Possession. If (a) the Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding the foregoing to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession of the Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delay.

Failure to Deliver Possession. If (a) the Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding the foregoing to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession of the Premises to TenantTenant on or before November 1, 2013 (the “Outside Completion Date”), because work to be performed by Landlord under any Work Letter (as hereinafter defined) has not been substantially completed (as that term is defined in the Work Letter), or for any other reason, Rent (as hereafter defined) shall be abated from the Commencement Date until the delivery by Landlord to Tenant of possession of the Premises and Tenant shall have the right to terminate this Lease and upon such termination, Tenant shall have no further obligations hereunder. If Landlord is to perform work in the Premises pursuant to a work letter attached hereto as Exhibit E and by this reference made a part hereof (hereinafter referred to as the “Work Letter”) and is unable to deliver possession of the Premises to Tenant on or before the Outside Completion Date because such work has not been substantially completed, the Commencement Date shall be deferred to the date on which such work is substantially completed. In no event the event, however, that substantial completion of such work has been delayed by reason of the occurrence of one or more acts constituting Tenant Delay or Force Majeure Delay (as defined in the Work Letter), the date of substantial completion thereof shall Landlord be liable deemed to be the date on which such work would have been substantially completed but for special such Tenant Delay or consequential damages as a result Force Majeure Delay. If the Commencement Date is deferred pursuant to this paragraph, the Expiration Date shall be deferred so that the Term will expire on the last day of any such delaythe calendar month in which the 93rd anniversary of said deferred Commencement Date occurs. Neither the Commencement Date nor the Expiration Date shall be affected if the Premises are not ready for occupancy because Tenant is performing work in the Premises, pursuant to the Work Letter or otherwise.

Failure to Deliver Possession. If (a) the Premises are Suite 120 is not delivered to Tenant with the Landlord Work Substantially Completed by the Projected Initial Premises Commencement Date for any reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder; provided, however, the Commencement Date as to Suite 120 only shall be adjusted to reflect the actual delivery date, and Landlord and Tenant shall enter into a commercially reasonable form of memorandum to memorialize the Commencement Date as to Suite 120 only, and the Commencement Date as to the balance of the Premises shall remain as set forth in the Basic Lease Information. Notwithstanding the foregoing to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to so deliver Suite 120 by the Initial Premises on or before January 2, 2021 date (the “Outside Suite 120 Delivery Date”) that is ninety (90) days after the Commencement Date (which Outside Suite 120 Delivery Date shall be subject to extension day- for-day for Force Majeure events), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Suite 120 Termination Notice”) within ten thirty (1030) days after the Outside Suite 120 Delivery Date cancel this LeaseLease as to Suite 120 only, in which event Landlord and Tenant shall be discharged from all obligations hereunderhereunder relating to Suite 120, and Landlord shall return to Tenant any prepaid rent relating to Suite 120 and the Additional Security Deposit, and both parties shall be released from all obligations under this Lease relating to Suite 120 (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten thirty (10) day period, or if Tenant elects to lease the Temporary Space within said ten (1030) day period, Tenant’s right to cancel as to such period Suite 120 shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies remedy set forth above shall be Tenant’s sole remedies remedy in the event of a delay in delivering possession of the Premises Suite 120 to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delay, and no such termination shall modify Tenant’s obligations under this Lease as to the balance of the Premises.

Failure to Deliver Possession. If Landlord shall be unable to give possession of the Premises on the Projected Delivery Date by reason of the following: (ai) the Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for holding over or retention of possession of any reasontenant, tenants or occupants, or (bii) the Fifth Floor Southwest Premises are Landlord Work, if any, is not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date Substantially Complete, or (iii) for any other reason, then Landlord shall not be liable subject to any liability for any claimsthe failure to give possession on said date. Under such circumstances, damages or liabilities by reason thereofoperation of Section 2.2 above, nor the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary: (x) , if the Initial Premises are Landlord has not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with Substantially Completed the Landlord Work Substantially Completedby May 31, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 2015 (the “Outside Delivery Completion Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunderentitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, and Landlord shall return to Tenant any prepaid rent and both parties however, that the Outside Completion Date shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive delayed by the termination number of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenantdays that Landlord’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession delivery of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. In no event If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be liable for special extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or consequential damages as a result before the Sunset Date, if such date includes any period of any such delayForce Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Date.

Failure to Deliver Possession. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, (a) the Premises are this Lease will not delivered to Tenant by the Projected Initial Premises Commencement Date for any reasonbe void or voidable, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall will not be liable to Tenant for any claimsresultant loss or damage, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding the foregoing to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (zc) if unless Landlord is unable to deliver possession of the Initial Premises to Tenant on or before January 2the Commencement Date because of Tenant's delays, 2021 (Rent will be waived for the “Outside Delivery Date”), then (I) period between the Commencement Date and the date on which Landlord shall make commercially reasonable efforts to offer to lease delivers possession of the Temporary Space (as defined in Section 2.6 below) Premises to Tenant. If delivery of possession of the Premises is delayed beyond the Commencement Date and Tenant is not responsible for delays in completion of the Premises, (i) the Commencement Date will be extended automatically, one day for each day after the Commencement Date and before delivery of possession; and (IIii) Landlord and Tenant may, at its option, will execute a certificate of the Commencement Date. Landlord will construct or install in the Premises the improvements to be constructed or installed by Landlord according to Exhibit C. Landlord will be deemed to have delivered possession of the Premises to Tenant on the tenth (10th) day after Landlord gives Tenant written notice in writing (either that Landlord has substantially completed the “Termination Notice”) improvements or that Landlord will have substantially completed the improvements within ten (10) days after the Outside Date cancel this Leasesuch notice, in either case subject only to the completion of Landlord's "punch-list" items which event Landlord do not materially interfere with Tenant's use and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession enjoyment of the Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delayPremises.

Failure to Deliver Possession. If (a) Landlord shall be unable to deliver possession of the Premises are not delivered to for occupancy by Tenant by the Projected Initial Premises Commencement Date for any reason, or (b) then Landlord shall not be subject to any liability for the Fifth Floor Southwest failure to deliver possession by said date. Under such circumstances, but subject to Tenant Delay, the Rent reserved and covenanted to be paid herein shall not commence until possession of the Premises are not has been delivered to Tenant by Landlord, and no such failure to deliver possession of the Premises by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding the foregoing foregoing, Tenant shall be entitled to two (2) days of free Monthly Base Rent for each day of such delay continuing until the contrary: (x) if delivery of the Initial Premises. If the Premises are not delivered unavailable for occupancy due to any Tenant by Delay and/or default on the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession part of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with then the Premises shall be deemed ready for Tenant’s occupancy on the date Landlord would have delivered the Premises Substantially Complete but for such Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether or when the Landlord Work is Substantially CompletedComplete, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession decision of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant Landlord’s architect shall be discharged from all obligations hereunder, final and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive binding on the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession of the Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delayparties.

Failure to Deliver Possession. If (a) for any reason Landlord cannot deliver possession of the Premises are not delivered to Tenant by on or prior to the Projected Initial Premises Commencement Scheduled Date for any reasonDelivery of the Premises, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect then the validity of this Lease or and the obligations of Tenant hereunder. Notwithstanding the foregoing under this Lease shall not be affected and Tenant shall have no claim against Landlord arising out of Landlord’s failure to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal deliver possession of the Initial Premises from on the prior tenant in order to deliver Scheduled Date for Delivery of the Initial Premises to Tenant, with Premises. In the event Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are has not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant within sixty (60) days after the Scheduled Date for Delivery of the Premises (plus the number of days of Tenant Delay, as soon as possible following that term is defined in the Projected Fifth Floor Southwest Premises Commencement Date; Work Letter and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”any delays caused by Force Majeure), then (I) Tenant shall have the right to terminate this Lease by delivery to Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by of a termination notice in writing (the “Termination Notice”) which shall be effective thirty (30) days after receipt by Landlord, unless within ten such 30-day period the Premises are delivered to Tenant. In the event Landlord has not delivered the Premises to Tenant within one hundred eighty (10180) days after the Outside Scheduled Date cancel for Delivery of the Premises (plus the number of days of Tenant Delay, as that term is defined in the Work Letter, but without including any delays caused by force majeure, including but not limited to delays caused by weather, action of the elements, war, riot or civil insurrection, general building moritoria, labor disputes, inability to procure or a general shortage of labor or materials in the normal channels of trade, delay in transportation; delay in inspections; or any other cause beyond the reasonable control of Landlord), Tenant shall have the right to terminate this Lease by delivery to Landlord of a Termination Notice. The event Tenant elects to terminate this Lease, in which event Tenant must deliver the Termination Notice to Landlord and Tenant shall be discharged from all obligations hereunderprior to the date the Premises are delivered to Tenant. Upon such termination, and Landlord shall immediately return to Tenant any the Security Deposit, prepaid rent and both parties any other amounts delivered by Tenant to Landlord hereunder and thereupon, this Lease shall be released from all obligations terminate and neither party shall have any further obligation or liability to the other under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession of the Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delay.

Failure to Deliver Possession. If (a) the Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, reason Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding the foregoing to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary possession of any Additional Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant on any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Anticipated Additional Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day periodCommencement Date, Landlord shall have no further obligation liability to offer Tenant therefore (except as otherwise expressly provided herein) and the validity of the Lease and this Agreement shall not be impaired (except that no rent, real estate tax payments or other expenses shall be payable by Tenant with respect to lease such undelivered Additional Space), nor shall the Temporary Term be extended, by reason thereof, and Tenant shall accept delivery of such Additional Space when delivered to Tenant, provided that such Additional Space is then vacant, free of personalty and broom-clean. The remedies set forth above This Paragraph D shall be Tenant’s sole remedies an express provision to the contrary for purposes of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect. Notwithstanding the foregoing, in the event of a delay in delivering possession that any Additional Space Commencement Date shall fail to occur within ninety (90) days of the Premises applicable Anticipated Additional Space Commencement Date, as the same may be accelerated pursuant to Paragraph 3(C) hereof (subject to reasonable extensions for force majeure), Tenant may, upon thirty (30) days’ prior written notice to Landlord (which notice must be given to Landlord, by certified mail return receipt requested, to the attention of Xxx Xxxxxxxxxx, and which must state, in bold-faced capital letters, the following: “LANDLORD’S FAILURE TO DELIVER POSSESSION OF THE ADDITIONAL SPACE KNOWN AS SUITE WITHIN THIRTY (30) DAYS OF THE DATE HEREOF SHALL RESULT IN THE TERMINATION OF THE LEASE WITH RESPECT TO SUCH ADDITIONAL SPACE.”), seek to terminate this Lease with respect to such Additional Space only, and if Landlord shall have failed to cause the Additional Space Commencement Date to occur with respect to such Additional Space prior to the end of such thirty (30) day period, the Lease shall terminate with respect to such Additional Space only, and the Minimum Rent and Tenant. In no event ’s Share shall Landlord be liable for special or consequential damages as a result of any such delayappropriately adjusted.

Failure to Deliver Possession. If (a) the Phase I Premises are not delivered to Tenant by the Projected Initial Premises Phase I Commencement Date for any reason, or (b) the Fifth Floor Southwest Phase II Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Phase II Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding Landlord and Xxxxxx acknowledge and agree that the foregoing Phase I Premises are vacant as of the date of this Lease. If the tenant occupying the Phase II Premises (the “Existing Tenant”) does not vacate the Phase II Premises prior to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Phase II Commencement Date for any reason(e.g. April 1, 2022), Landlord shall make commercially reasonable efforts to obtain regain legal possession of the Initial Phase II Premises from as soon as possible, including pursuing all available remedies at law or in equity to evict such tenant. Landlord represents and warrants to Tenant that (a) pursuant to the prior tenant express terms of the Existing Tenant’s lease (the “Existing Tenant Lease”), such Existing Tenant Lease is scheduled to expire on June 30, 2022 (the “Existing Tenant Lease Expiration Date”), and (b) the Existing Tenant does not have any rights to remain in order or otherwise occupy the Phase II Premises beyond the Existing Tenant Lease Expiration Date. Notwithstanding anything in this Section 2.3 to the contrary, if Landlord fails to deliver the Initial Phase II Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Phase II Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease will credit against the Temporary Space (as defined in Section 2.6 below) to Tenant; first installments of Monthly Base Rent and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations Rent Adjustments Deposits first becoming due under this Lease an amount equal to one (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (101) day period, or if Tenant elects of Monthly Base Rent and Rent Adjustments Deposits allocable to lease the Temporary Space within said ten (10) Phase II Premises for each day period, Tenant’s right to cancel as to such period shall terminate. If that delivery is delayed beyond the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to TenantProjected Phase II Commencement Date. The remedies remedy set forth above shall be Tenant’s sole remedies remedy in the event of a delay in delivering possession of the Phase II Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delay.

Failure to Deliver Possession. If Tenant's Waiver. Tenant waives (a) any right to rescind this Lease under Section 223-a of the New York Real Property Law (or any other law of like import, now or hereafter in force) and (b) the right to recover any damages resulting from Landlord's failure to deliver possession of the Premises are not delivered to Tenant by on the Projected Initial Premises Term Commencement Date or from any delay in the occurrence of the Term Commencement Date for any reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord reason whatsoever. No such failure shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding If permission is given to Tenant to enter into the foregoing possession of the Premises prior to the contrary: Term Commencement Date, such occupancy shall be deemed to be under all the provisions of this Lease, except the covenant to pay Rents. Notwithstanding anything to the contrary set forth in this Section 2.4, (xi) if the Initial Premises are Landlord has not delivered (y) possession of Space A and Space D to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession day after the date of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and this Lease or (z) if Landlord is unable to deliver the Initial entire Premises on or before January 2by June 1, 2021 (1998, in both instances in the “Outside Delivery Date”)condition required by this Lease, then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its optionin either case, by notice in writing (the “Termination Notice”) within terminate this Lease upon ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return days' notice to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligationsLandlord, which termination shall take effect unless Space A and Space D, or the entire Premises, as the case may be, are expressly intended so delivered prior to survive the termination end of this Lease). If the Termination Notice is not received by Landlord within said such ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten and (10ii) day periodif, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day periodfor any reason, Landlord shall have no further obligation fails to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession deliver any portion of the Premises on or before the date specified opposite such space on Exhibit C, then Tenant shall be entitled to Tenantreceive a credit in an amount equal the product of two (2) times the Phase-in Rents and Rents then payable by Tenant for such portion of the Premises not so delivered for each day of delay in the delivery of such space. In no event shall Landlord Such credit or credits may be liable for special offset against any payment of Rents then due or consequential damages as a result of any such delaythereafter accruing under this Lease.

Failure to Deliver Possession. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Scheduled Commencement Date, then (a) the Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or and the obligations of Tenant hereunderunder this Lease shall not be affected by any such delay in delivery, nor shall any such delay result in any extension of the Expiration Date, and (b) Tenant shall have no claim against Landlord arising out of Landlord’s failure to deliver possession of the Premises on the Scheduled Commencement Date. Notwithstanding the foregoing foregoing, the parties agree and acknowledge that Tenant initially intends to occupy approximately 217,000 square feet of Rentable Area consisting of the contrary: ground floor of Building 25 and the basement, ground floor and second floor of Building 26 (x) if collectively, the “Initial Space”), and in the event Landlord does not deliver the Initial Premises are not Space by October 1, 2009, Tenant may terminate this Lease by written notice to Landlord delivered no later than October 31, 2009, whereupon any consideration paid to Landlord by Tenant by shall be returned to Tenant, and thereafter the Projected Initial Premises Commencement Date for parties shall have no further rights or obligations under this Lease. In the event of any reason, Landlord shall make commercially reasonable efforts to obtain legal possession delay in the delivery of the Initial Premises from the prior tenant Space caused by Landlord that does not result in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If , the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above Term of this Lease shall be Tenant’s sole remedies in reduced by the event number of a delay in delivering days delivery is delayed, the Commencement Date shall be the date of actual delivery of possession of the Premises to TenantInitial Space and the Expiration Date shall not be changed or extended. In no event such event, Tenant shall Landlord retain the benefit of the full Free Rent Period described in Article 1, but the Base Rent for the remainder of the Term shall be liable for special modified so that each day of delay in the commencement of this Lease shall result in a one-day reduction in the Initial Base Rent Period. By way of example only, if there is a five (5) day delay in the delivery of the Initial Space, and the Commencement Date is August 6, 2009, the Free Rent Period will run from August 6, 2009 through February 5, 2011, but the Initial Rent Period will remain in effect only through January 31, 2013. No extension of free rent or consequential damages as a termination right shall result from any delay in the delivery of any such delaythe remaining space on the Premises.

Failure to Deliver Possession. If (a) If Landlord shall be unable to give possession of the Premises are not delivered to Tenant by on the Projected Initial Premises Commencement Delivery Date for by reason of the following: (i) the holding over or retention of possession of any reasontenant, tenants or occupants, or (bii) the Fifth Floor Southwest Premises are Landlord Work, if any, is not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date Substantially Complete, or (iii) for any other reason, then Landlord shall not be liable subject to any liability for any claimsthe failure to give possession on said date. Under such circumstances, damages or liabilities by reason thereofoperation of Section 2.2 above, nor the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding the foregoing to the contrary: (x) ; provided however that if the Initial Premises are not delivered Projected Delivery Date is delayed for thirty (30) days (subject to Tenant by the Projected Initial Premises Delay and Force Majeure) (“First Abatement Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then and in such event Tenant shall receive one (I1) Landlord shall make commercially reasonable efforts day of abatement of Monthly Base Rent for each day from the First Abatement Commencement Date to offer to lease the Temporary Space date that the Delivery Date occurs and if the Projected Delivery Date is delayed for ninety (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (1090) days (subject to Tenant Delay and Force Majeure) after the Outside First Abatement Commencement Date cancel this Lease(“Second Abatement Commencement Date”), then and in which such event Landlord and Tenant shall receive two (2) days of abatement of Monthly Base Rent for each day from the Second Abatement Commencement Date to the date that the Delivery Date occurs. If Rider 2 or the Workletter requires that any Landlord Work or Tenant Work or both be discharged from all obligations hereunderSubstantially Complete as an element of determining when the Delivery Date or Commencement Date occurs, and Landlord shall return to Tenant any prepaid rent and both parties then such work shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended deemed Substantially Complete if the delay in achieving actual Substantial Completion shall be due to survive any Tenant Delay and/or default on the termination part of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in In the event of a delay in delivering possession any dispute as to whether the applicable work is Substantially Complete, the decision of Landlord’s architect shall be final and binding on the Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delayparties.

Failure to Deliver Possession. If Landlord shall be unable to give possession of the Premises on the Projected Delivery Date by reason of the following: (ai) the Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for holding over or retention of possession of any reasontenant, tenants or occupants, or (bii) the Fifth Floor Southwest Premises are Landlord Work, if any, is not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date Substantially Complete, or (iii) for any other reason, then Landlord shall not be liable subject to any liability for any claimsthe failure to give possession on said date. Under such circumstances, damages or liabilities by reason thereofoperation of Section 2.1 above, nor the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant in the condition required under this Lease. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary: (x) , if the Initial Premises are Landlord has not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal tendered possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2September 1, 2021 2019 (the “Outside Delivery Completion Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunderentitled to a rent abatement following the Commencement Date of $5,734.58 for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, and Landlord shall return to Tenant any prepaid rent and both parties however, that the Outside Completion Date shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive delayed by the termination number of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenantdays that Landlord’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession delivery of the Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delayTenant is delayed due Tenant Delays, and Force Majeure delays, if any.

Failure to Deliver Possession. If (a) Landlord is unable to deliver possession of the Premises are not delivered to Tenant by on or before the Projected Initial Premises date set forth above as the Commencement Date because work to be performed by Landlord under any Work Letter (as hereinafter defined) has not been substantially completed (as that term is defined in the Work Letter), or for any other reason, then Tenant may remain in its existing leasehold at 000 Xxxxx Xxxx and Landlord may accommodate any incoming tenant by utilizing unoccupied offices or (b) conference rooms until such time as Tenant is able to occupy the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord Premises. Landlord· shall not be liable for subject to any claims, damages or liabilities by reason thereof, nor liability on account thereof and such failure shall not affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding the foregoing , except to the contrary: extent specifically provided in Section 2.1 above. If Landlord is to perform work in the Premises pursuant to a work letter attached hereto as Exhibit E and by this reference made a part hereof (xhereinafter referred to as the "Work Letter") if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession of the Premises to TenantTenant on or before the date set forth above as the Commencement Date because such work has not been substantially completed, the Commencement Date shall be deferred to the date on which such work is substantially completed. In no event the event, however, that substantial completion of such work has been delayed by reason of the occurrence of one or more acts constituting Tenant Delay (as defined in the Work Letter), the date of substantial completion thereof shall Landlord be liable deemed to be the date on which such work would have been substantially completed but for special such Tenant Delay. If the Commencement Date is deferred pursuant to this paragraph, the Expiration Date shall be deferred so that the Term will expire on the last day of the calendar month in which the sixtieth (60th) month anniversary of said deferred Commencement Date occurs. Neither the Commencement Date nor the Expiration Date shall be affected if the Premises are not ready for occupancy because Tenant is performing work in the Premises, pursuant to the Work Letter or consequential damages as a result of any such delayotherwise.

Failure to Deliver Possession. If (a) the Phase I Premises are not delivered to Tenant by the Projected Initial Premises Phase I Commencement Date for any reason, or (b) the Fifth Floor Southwest Phase II Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Phase II Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding Landlord and Txxxxx acknowledge and agree that the foregoing Phase I Premises are vacant as of the date of this Lease. If the tenant occupying the Phase II Premises (the “Existing Tenant”) does not vacate the Phase II Premises prior to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Phase II Commencement Date for any reason(e.g. April 1, 2022), Landlord shall make commercially reasonable efforts to obtain regain legal possession of the Initial Phase II Premises from as soon as possible, including pursuing all available remedies at law or in equity to evict such tenant. Landlord represents and warrants to Tenant that (a) pursuant to the prior tenant express terms of the Existing Tenant’s lease (the “Existing Tenant Lease”), such Existing Tenant Lease is scheduled to expire on June 30, 2022 (the “Existing Tenant Lease Expiration Date”), and (b) the Existing Tenant does not have any rights to remain in order or otherwise occupy the Phase II Premises beyond the Existing Tenant Lease Expiration Date. Notwithstanding anything in this Section 2.3 to the contrary, if Landlord fails to deliver the Initial Phase II Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Phase II Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease will credit against the Temporary Space (as defined in Section 2.6 below) to Tenant; first installments of Monthly Base Rent and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations Rent Adjustments Deposits first becoming due under this Lease an amount equal to one (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (101) day period, or if Tenant elects of Monthly Base Rent and Rent Adjustments Deposits allocable to lease the Temporary Space within said ten (10) Phase II Premises for each day period, Tenant’s right to cancel as to such period shall terminate. If that delivery is delayed beyond the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to TenantProjected Phase II Commencement Date. The remedies remedy set forth above shall be Tenant’s sole remedies remedy in the event of a delay in delivering possession of the Phase II Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delay.

Failure to Deliver Possession. If (a) Landlord is unable to deliver possession of the Premises are not delivered to Tenant by on or before the Projected Initial Premises date set forth above as the Commencement Date because work to be performed by Landlord under any Work Letter (as hereinafter defined) has not been substantially completed (as that term is defined in the Work Letter), or for any other reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord Landlord· shall not be liable for subject to any claims, damages or liabilities by reason thereof, nor liability on account thereof and such failure shall not affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding the foregoing , except to the contrary: extent specifically provided in Section 2.1 above. If Landlord is to perform work in the Premises pursuant to a work letter attached hereto as Exhibit E and by this reference made a part hereof (xhereinafter referred to as the “Work Letter”) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession of the Premises to TenantTenant on or before the date set forth above as the Commencement Date because such work has not been substantially completed, the Commencement Date shall be deferred to the date on which such work is substantially completed. In no event the event, however, that substantial completion of such work has been delayed by reason of the occurrence of one or more acts constituting Tenant Delay (as defined in the Work Letter), the date of substantial completion thereof shall Landlord be liable deemed to be the date on which such work would have been substantially completed but for special such Tenant Delay. If the Commencement Date is deferred pursuant to this paragraph, the Expiration Date shall be deferred so that the Term will expire on the last day of the calendar month in which the 72nd month anniversary of said deferred Commencement Date occurs. Neither the Commencement Date nor the Expiration Date shall be affected if the Premises are not ready for occupancy because Tenant is performing work in the Premises, pursuant to the Work Letter or consequential damages as a result of any such delayotherwise.

Failure to Deliver Possession. Except to the extent specifically ------------------------------ provided for in this Article and 17.6.1, Tenant waives any right to rescind this Lease under Section 223-a of the New York Real Property Law and further waives the right to recover any damages that may EXECUTION COPY result from Landlord's failure to deliver possession of the Premises on the Commencement Date. If (a) Landlord shall be unable to give possession of the Premises on the Commencement Date, and provided Tenant is not solely responsible for such inability to give possession, Tenant's obligation to pay Base Rent and Tenant's Share of Taxes and Building Operating Expenses, including Initial Tenant's Share of Building Operating Expenses, and all other additional rent shall not commence until possession of the Premises is given or the Premises are not delivered available for occupancy by Tenant, and no such failure to Tenant by the Projected Initial Premises Commencement Date for give possession on such date shall in any reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor way affect the validity of this Lease or the obligations of Tenant hereunderhereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall the same be construed to extend the Lease Term. The Rent Commencement Date, if any is specified in Section 1.1, shall be adjourned by the number of days between the Commencement Date and the date on which possession is delivered to Tenant. If permission is given to Tenant to enter into possession of the Premises or to occupy space in the Building other than the Premises prior to the Commencement Date, such occupancy shall be deemed to be under all the provisions of this Lease provided, however, the Tenant shall not be obligated to pay base rent or any other rents until the Commencement Date. Notwithstanding the foregoing anything to the contrary: (x) contrary contained herein, Tenant shall have the right to cancel and terminate this Lease by notice to Landlord if possession of the Initial Premises are is not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, accordance with the Landlord Work Substantially Completedterms, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession covenants and conditions of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises this Lease on or before January 2, 2021 the date which is forty-five (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (1045) days after from the Outside Date cancel this Lease, in date upon which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under triplicate originals of this Lease (excepting only those obligations, such as indemnification and defense obligations, which executed by Tenant are expressly intended delivered to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession of the Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delayLandlord.

Failure to Deliver Possession. If (a) Landlord is unable to deliver possession of Suite 520 of the Premises are not delivered to Tenant by on or before the Projected Initial Premises date set forth above as the Commencement Date because work to be performed by Landlord under the work letter attached hereto as Exhibit C and by this reference made a part hereof (hereinafter referred to as the "Workletter"), if any, has not been substantially completed (as that term is defined in the Workletter), or for any reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any other reason, Landlord shall not be liable for subject to any claims, damages or liabilities by reason thereof, nor liability on account thereof and such failure shall not affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding If Landlord is to perform work in the foregoing any part of the Premises pursuant to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; Workletter and (z) if Landlord is unable to deliver possession of the Initial entire Premises to Tenant on or before January 2the date set forth above as the Commencement Date because such work has not been substantially completed, 2021 (the “Outside Delivery Date”)Commencement Date shall be deferred to the date on which such work is substantially completed. In the event, then (I) Landlord shall make commercially reasonable efforts to offer to lease however, that substantial completion of such work has been delayed by reason of the Temporary Space occurrence of one or more acts constituting Tenant Delay (as defined in Section 2.6 below) the Workletter), the date of substantial completion thereof shall be deemed to Tenant; and (II) be the date on which such work would have been substantially completed but for such Tenant mayDelay. Notwithstanding any deferral of the Commencement Date hereunder or anything contained in this Lease to the contrary, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant hereby agree that the Expiration Date of the initial Term shall not be discharged from all obligations hereunderdeferred, and Landlord but shall return remain March 31, 2018, subject to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended earlier termination pursuant to survive the termination terms of this Lease). If Further, neither the Termination Notice Commencement Date nor the Expiration Date shall be affected if the entire Premises is not received by Landlord within said ten (10) day period, or if ready for occupancy because Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies performing work in the event of a delay in delivering possession of Premises, pursuant to the Premises to Tenant. In no event shall Landlord be liable for special Workletter or consequential damages as a result of any such delayotherwise.

Failure to Deliver Possession. If (a) the Phase I Premises are not delivered to Tenant by the Projected Initial Premises Phase I Commencement Date for any reason, or (b) the Fifth Floor Southwest Phase II Premises are not delivered to Tenant by 00056263.8 12 the Projected Fifth Floor Southwest Premises Phase II Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding Landlord and Xxxxxx acknowledge and agree that the foregoing Phase I Premises are vacant as of the date of this Lease. If the tenant occupying the Phase II Premises (the “Existing Tenant”) does not vacate the Phase II Premises prior to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Phase II Commencement Date for any reason(e.g. April 1, 2022), Landlord shall make commercially reasonable efforts to obtain regain legal possession of the Initial Phase II Premises from as soon as possible, including pursuing all available remedies at law or in equity to evict such tenant. Landlord represents and warrants to Tenant that (a) pursuant to the prior tenant express terms of the Existing Tenant’s lease (the “Existing Tenant Lease”), such Existing Tenant Lease is scheduled to expire on June 30, 2022 (the “Existing Tenant Lease Expiration Date”), and (b) the Existing Tenant does not have any rights to remain in order or otherwise occupy the Phase II Premises beyond the Existing Tenant Lease Expiration Date. Notwithstanding anything in this Section 2.3 to the contrary, if Landlord fails to deliver the Initial Phase II Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Phase II Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease will credit against the Temporary Space (as defined in Section 2.6 below) to Tenant; first installments of Monthly Base Rent and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations Rent Adjustments Deposits first becoming due under this Lease an amount equal to one (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (101) day period, or if Tenant elects of Monthly Base Rent and Rent Adjustments Deposits allocable to lease the Temporary Space within said ten (10) Phase II Premises for each day period, Tenant’s right to cancel as to such period shall terminate. If that delivery is delayed beyond the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to TenantProjected Phase II Commencement Date. The remedies remedy set forth above shall be Tenant’s sole remedies remedy in the event of a delay in delivering possession of the Phase II Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delay.

Failure to Deliver Possession. If Landlord shall be unable to give possession of the Premises on the Projected Delivery Date by reason of the following: (ai) the Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for holding over or retention of possession of any reasontenant, tenants or occupants, or (bii) the Fifth Floor Southwest Premises are Landlord Work, if any, is not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date Substantially Complete, or (iii) for any other reason, then Landlord shall not be liable subject to any liability for any claimsthe failure to give possession on said date. Under such circumstances, damages or liabilities by reason thereofoperation of Section 2.1 above, nor the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant in the condition required under this Lease. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary: (x) , if the Initial Premises are Landlord has not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal tendered possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2September 1, 2021 2019 (the “Outside Delivery Completion Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunderentitled to a rent abatement following the Commencement Date of $5,734.58 for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, and Landlord shall return to Tenant any prepaid rent and both parties however, that the Outside Completion Date shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive delayed by the termination number of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenantdays that Landlord’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession delivery of the Premises to TenantTenant is delayed due Tenant Delays, and Force Majeure delays, if any. In no event shall Landlord be liable for special or consequential damages as a result of any such delay.​

Failure to Deliver Possession. If (a) Landlord is unable to deliver possession of the Premises are not delivered to Tenant by on or before the Projected Initial Premises date set forth above as the Commencement Date because work to be performed by Landlord under any Workletter (as hereinafter defined) has not been substantially completed (as that term is defined in the Workletter), or for any reason, or (b) the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any other reason, Landlord shall not be liable for subject to any claims, damages or liabilities by reason thereof, nor liability on account thereof and such failure shall not affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding If Landlord is to perform work in the foregoing Premises pursuant to a work letter attached hereto as Exhibit D and by this reference made a part hereof (hereinafter referred to as the contrary: (x“Workletter”) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Initial Premises from the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession of the Fifth Floor Southwest Premises from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant may, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering possession of the Premises to TenantTenant on or before the date set forth above as the Commencement Date because such work has not been substantially completed, the Commencement Date shall be deferred to the date on which such work is substantially completed. In no event the event, however, that substantial completion of such work has been delayed by reason of the occurrence of one or more acts constituting Tenant Delay or Force Majeure Delay (as defined in the Workletter), the date of substantial completion thereof shall Landlord be liable deemed to be the date on which such work would have been substantially completed but for special such Tenant Delay or consequential damages as Force Majeure Delay. If the Commencement Date is deferred pursuant to this paragraph, the Expiration Date shall be deferred so that the Term will expire on the last day of the calendar month in which the six (6) year, four (4) month anniversary of said deferred Commencement Date occurs (or if the Commencement Date occurs on the first day of a result month, then the Expiration Date shall be deferred so that the Term will expire on the day preceding the six (6) year, four (4) month anniversary of any such delaythe Commencement Date). Neither the Commencement Date nor the Expiration Date shall be affected if the Premises are not ready for occupancy because Tenant is performing work in the Premises, pursuant to the Workletter or otherwise.

Failure to Deliver Possession. If (a) In the event Tenant does not deliver the Demised Premises are not delivered to Tenant by Landlord on the Projected Initial Premises Commencement Date for any reason, or (b) date of expiration of the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall not be liable for any claims, damages or liabilities by reason thereof, nor affect the validity term of this Lease or any extension period thereof, or upon termination, as applicable, Tenant shall, by virtue of this section of the obligations Lease, become a Tenant by the month and hereby agrees to pay to Landlord (i) a Monthly Rent equal to 125% of the Monthly Rent in effect during the last month of the term of this Lease as it may have been extended, plus (ii) all additional rent due under the Lease. The month-to-month tenancy shall commence with the first day after the expiration of the term of this Lease. Tenant hereunderas a month-to-month Tenant shall continue to be subject to all of the conditions and covenants of this Lease as modified by this section of the Lease. Tenant shall give to Landlord at least thirty (30) days written notice of any intention to quit the Demised Premises. Tenant shall be entitled to thirty (30) days written notice to quit the Demised Premises, except in the event of nonpayment, in advance, of the modified Monthly Rent, in which event Tenant shall not be entitled to any notice to quit, the usual thirty (30) days notice to quit being expressly waived. Notwithstanding the foregoing previous paragraph, in the event Tenant holds over after the expiration of the term of the Lease or extension period thereof, as applicable, and Landlord desires to the contrary: (x) if the Initial Premises are not delivered to Tenant by the Projected Initial Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal regain possession of the Initial Demised Premises from promptly at the prior tenant in order to deliver the Initial Premises to Tenant, with the Landlord Work Substantially Completed, as soon as possible following the Projected Initial Premises Commencement Date; (y) if the Fifth Floor Southwest Premises are not delivered to Tenant by the Projected Fifth Floor Southwest Premises Commencement Date for any reason, Landlord shall make commercially reasonable efforts to obtain legal possession expiration of the Fifth Floor Southwest Premises Term, then at any time prior to Landlord’s acceptance of modified Monthly Rent from the prior tenant in order to deliver the Fifth Floor Southwest Premises to Tenant as soon as possible following the Projected Fifth Floor Southwest Premises Commencement Date; and (z) if Landlord is unable to deliver the Initial Premises on or before January 2a month-to-month Tenant hereunder, 2021 (the “Outside Delivery Date”), then (I) Landlord shall make commercially reasonable efforts to offer to lease the Temporary Space (as defined in Section 2.6 below) to Tenant; and (II) Tenant mayLandlord, at its option, by notice in writing (the “Termination Notice”) within ten (10) days after the Outside Date cancel this Lease, in which event Landlord may forthwith re-enter and Tenant shall be discharged from all obligations hereunder, and Landlord shall return to Tenant any prepaid rent and both parties shall be released from all obligations under this Lease (excepting only those obligations, such as indemnification and defense obligations, which are expressly intended to survive the termination of this Lease). If the Termination Notice is not received by Landlord within said ten (10) day period, or if Tenant elects to lease the Temporary Space within said ten (10) day period, Tenant’s right to cancel as to such period shall terminate. If the Termination Notice is received within said ten (10) day period, Landlord shall have no further obligation to offer to lease the Temporary Space to Tenant. The remedies set forth above shall be Tenant’s sole remedies in the event of a delay in delivering take possession of the Demised Premises, or by any legal process in force in the jurisdiction in which the Demised Premises to Tenant. In no event shall Landlord be liable for special or consequential damages as a result of any such delayis located.