Common use of Tenant Delay Clause in Contracts

Tenant Delay. If Landlord is actually delayed in completing the Improvements as a result of (a) Any Changes requested by Tenant (to the extent the delay is set forth in an executed Change Order), (b) Any Changes to the Landlord’s Work required by unusual specialized requirements in the TI Construction Documents, other than changes to the Landlord’s Work relating to compliance with applicable laws obligations that are solely Landlord’s responsibility, pursuant to the express terms of this Work Letter, (c) A Tenant Delay as set forth in Section 2.7(g) of this Work Letter or Tenant's failure to otherwise comply with the time deadlines expressly set forth in this Work Letter, (d) Tenant’s failure to timely approve any matter requiring Tenant’s approval (provided, however, that Tenant’s failure to timely approve such matter will not be deemed a Tenant Delay if Tenant disapproved such matter because Tenant determined that the items submitted to Tenant were deficient [for example, if the proposed Construction Documents did not reflect a logical extension of the approved Schematics]), (e) Tenant’s rejections of Landlord’s submissions without reasonable basis or unreasonable requests by Tenant for clarifications or revisions in such submissions, (f) hindrance or disruption of the Contractors’ work resulting from the performance of the Tenant’s Work, if any, (g) Any other acts or omissions of Tenant, or its agents, or employees which actually delays the Substantial Completion, (h) Landlord requests Tenant’s approval for any matter specified in this Work Letter (including, without limitation, approval of: design professionals pursuant to Section 2.2; the Pre-Construction Cost Estimate pursuant to Section 2.4; the Schematics pursuant to Section 2.7(a); the Construction Document Packages pursuant to Section 2.7(b); and the Contractors and the Cost Estimate pursuant to Section 3.2) and: (i) Tenant does approve such matter or respond with a reasonable basis for disapproval within the applicable time period set forth in this Work Letter or (ii) if Tenant has timely responded to such request with a reasonable basis for disapproval, then, if Landlord submits a Subsequent Request that addresses Tenant’s original reasonable basis for disapproval, Tenant does not approve such Subsequent Request within five (5) business days after such Subsequent Request, (i) delay or hindrance in obtaining any occupancy certificates or other permits for the Improvements as a result of Tenant’s Work, (j) Tenant’s failure to timely make a deposit into the TI Account, failure to timely make a payment of Tenant’s Contribution, or other failure to pay when due all amounts payable by Tenant pursuant to this Work Letter, (k) Tenant’s material breach of the Lease, including without limitation its obligations under this Work Letter, (l) Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion of the Tenant Improvements, as set forth in the Progress Schedule in the amount of time specified by Landlord at the time it approves the same, or (m) any other circumstance which is deemed or stated herein or in the Lease to constitute a Tenant Delay hereunder; then any such delay under the foregoing clauses shall be a “Tenant Delay” to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result of such action of Tenant. If a Tenant Delay occurs, then Term Commencement shall be deemed to be the date that Substantial Completion of the Improvements and delivery of the Premises to Tenant in the required condition would have occurred but for the Tenant Delay (such date will be reasonably determined by Landlord in consultation with the Architect and the General Contractor). Notwithstanding the foregoing, except with respect to a Tenant Delay due to Tenant’s failure to comply with time deadlines expressly set forth in this Work Letter or a circumstance which is deemed to constitute a Tenant Delay hereunder, no Tenant Delay shall be deemed to have occurred unless and until Landlord has delivered notice of the event or circumstance that Landlord determines is a Tenant Delay and Tenant has failed to cure such event or circumstance within one (1) business day following the date of delivery of such notice; provided, however, Landlord shall have no obligation to give notice of a Tenant Delay as a condition to the occurrence thereof in the event such Tenant Delay arises from Tenant’s failure to take a specified action within a time period expressly required by the terms of this Work Letter. Promptly after a Tenant Delay in accordance with the foregoing occurs, Landlord shall deliver to Tenant a revised Progress Schedule reflecting the Tenant Delay and the new Estimated Date of Substantial Completion. Furthermore, if Tenant fails to make any payment due in this Work Letter within the period required by this Work Letter (a "“Contribution Failure”), then (in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease) (x) Landlord may, after five (5) business days’ prior written notice to Tenant, stop construction (including any pre-construction work) of the Improvements until such payment is made by Tenant or, if applicable, the TI Account is funded by Tenant in accordance with this Work Letter and any resulting stoppage shall be a Tenant Delay to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result thereof, (y) Tenant's failure on the first or second occasion to timely make such payment where such failure shall continue for a period of five (5) days after notice from Landlord of such delinquency shall be an event of default under the Lease and (z) Tenant's failure on a third occasion to timely make such payment shall be an event of default under the Lease. If Landlord stops construction due to a Contribution Failure, Tenant shall be responsible for all costs in connection with remobilizing the Contractors and recommencing construction.

Tenant Delay. If Landlord is actually delayed “Tenant Delay” means any delay in completing the Improvements as a result of (a) Any Changes requested by Tenant (critical path of the schedule for the performance of Landlord’s Work to the extent the delay is set forth caused by any act or failure to act by Tenant or its Agent in an executed Change Order), (b) Any Changes to the Landlord’s Work required by unusual specialized requirements in the TI Construction Documents, other than changes to the Landlord’s Work relating to compliance with applicable laws obligations that are solely Landlord’s responsibility, pursuant to the express terms violation of this Work Letter, (c) A Tenant Delay as set forth in Section 2.7(g) of this Work Letter or Tenant's failure to otherwise comply with the time deadlines expressly set forth in this Work Letter, (d) Tenant’s failure to timely approve any matter requiring Tenant’s approval (providedExhibit “E”, however, that Tenant’s failure to timely approve such matter will not be deemed a Tenant Delay if Tenant disapproved such matter because Tenant determined that the items submitted to Tenant were deficient [for example, if the proposed Construction Documents did not reflect a logical extension of the approved Schematics]), (e) Tenant’s rejections of Landlord’s submissions without reasonable basis or unreasonable requests by Tenant for clarifications or revisions in such submissions, (f) hindrance or disruption of the Contractors’ work resulting from the performance of the Tenant’s Work, if any, (g) Any other acts or omissions of Tenant, or its agents, or employees which actually delays the Substantial Completion, (h) Landlord requests Tenant’s approval for any matter specified in this Work Letter (including, without limitation, approval of: design professionals pursuant (i) the failure to Section 2.2complete any item of Tenant’s Work upon which Landlord’s Work is dependent; the Pre-Construction Cost Estimate pursuant to Section 2.4; the Schematics pursuant to Section 2.7(a); the Construction Document Packages pursuant to Section 2.7(b); and the Contractors and the Cost Estimate pursuant to Section 3.2) and: (i) Tenant does approve such matter approved TCRs or respond with change orders; any directive by Tenant to cease work; (iii) specification by Tenant of a reasonable basis for disapproval finish or unique specialty item that is unavailable or has a lead time exceeding that of comparable products, provided that Landlord will notify Tenant if any finish or unique specialty item specified by Tenant is likely to have an unusually long lead time or result in a Tenant Delay; failure of Tenant or Tenant’s Design Team to produce the Final Tenant Improvement Construction Documents according to all applicable codes, laws and regulations within the applicable time period periods set forth in this Work Letter or herein; (iiiv) if failure of Tenant has timely responded to such request with a reasonable basis for disapproval, then, if Landlord submits a Subsequent Request that addresses or Tenant’s original reasonable basis Design Team to respond to the Tenant Improvements General Contractor’s requests for disapprovalinformation; failure of Tenant to respond or submit Tenant materials within the time periods set forth on Schedule 2, Schedule 3 or Schedule 4 attached to this Exhibit “E”, which delay has a material adverse effect on the critical path of the Landlord’s Work; (v) failure to cooperate with government authorities having jurisdiction over Landlord’s Work; failure of Tenant does not approve such Subsequent Request within five (5) business days after such Subsequent Request, (i) delay to timely pay Landlord or hindrance in obtaining any occupancy certificates or other permits for the Improvements as a result of Tenant’s Work, (j) Tenant’s failure to timely make a deposit into the TI Accountcontractors, failure to timely make a payment of Tenant’s Contributionsubcontractors, architects or other failure to pay when due all amounts payable professionals; (vi) interference by Tenant pursuant to this Work Letter, (k) Tenant’s material breach or it contractors in the progress of the LeaseLandlord’s Work, including without limitation its obligations under this Work Letter, and; (l) Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion of the Tenant Improvements, as set forth in the Progress Schedule in the amount of time specified by Landlord at the time it approves the same, or (mvii) any other circumstance which is deemed or stated herein or item expressly identified in the Lease to constitute (including this Exhibit “E”) as a Tenant Delay hereunder; then any such delay under the foregoing clauses shall be a “Tenant Delay” to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result of such action of Tenant. If a Tenant Delay occurs, then Term Commencement shall be deemed to be the date that Substantial Completion of the Improvements and delivery of the Premises to Tenant in the required condition would have occurred but for the Tenant Delay (such date will be reasonably determined by Landlord in consultation with the Architect and the General Contractor). Notwithstanding the foregoing, except with respect to a Tenant Delay due to Tenant’s failure to comply with time deadlines expressly set forth in this Work Letter or a circumstance which is deemed to constitute a Tenant Delay hereunder, no Tenant Delay shall be deemed to have occurred unless and until Landlord has delivered notice of the event or circumstance that Landlord determines is a Tenant Delay and Tenant has failed to cure such event or circumstance within one (1) business day following the date of delivery of such notice; provided, however, Landlord shall have no obligation to give notice of a Tenant Delay as a condition to the occurrence thereof in the event such Tenant Delay arises from Tenant’s failure to take a specified action within a time period expressly required by the terms of this Work Letter. Promptly after a Tenant Delay in accordance with the foregoing occurs, Landlord shall deliver to Tenant a revised Progress Schedule reflecting the Tenant Delay and the new Estimated Date of Substantial Completion. Furthermore, if Tenant fails to make any payment due in this Work Letter within the period required by this Work Letter (a "“Contribution Failure”), then (in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease) (x) Landlord may, after five (5) business days’ prior written notice to Tenant, stop construction (including any pre-construction work) of the Improvements until such payment is made by Tenant or, if applicable, the TI Account is funded by Tenant in accordance with this Work Letter and any resulting stoppage shall be a Tenant Delay to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result thereof, (y) Tenant's failure on the first or second occasion to timely make such payment where such failure shall continue for a period of five (5) days after notice from Landlord of such delinquency shall be an event of default under the Lease and (z) Tenant's failure on a third occasion to timely make such payment shall be an event of default under the Lease. If Landlord stops construction due to a Contribution Failure, Tenant shall be responsible for all costs in connection with remobilizing the Contractors and recommencing construction.

Tenant Delay. If Landlord Tenant shall use its best efforts to cooperate with Landlord, the Architect, the Contractor, and Landlord’s other consultants to complete all phases of the Plans, approve the Construction Pricing Proposal and obtain the permits for the Tenant Improvement Work as soon as possible after the execution of this Agreement, and Tenant shall meet with Landlord, in accordance with a schedule determined by Landlord, to discuss the parties’ progress. Without limiting the foregoing, if the substantial completion of the Tenant Improvement Work is actually delayed in completing the Improvements (a “Tenant Delay”) as a result of of any of the following (and not as a result of a Force Majeure): (a) Any Changes requested by any failure of Tenant (to obtain Landlord’s approval of the extent Architectural Plans on or before the delay is set forth in an executed Change Order), Plan Approval Deadline and/or any failure of Tenant to deliver the Permits to Landlord pursuant to Section 2.8 above on or before Tenant’s Permitting Deadline; (b) Any Changes to the Landlord’s Work required by unusual specialized requirements in the TI Construction Documents, other than changes to the Landlord’s Work relating to compliance with applicable laws obligations that are solely Landlord’s responsibility, pursuant to the express terms of this Work Letter, (c) A Tenant Delay as set forth in Section 2.7(g) of this Work Letter or Tenant's failure to otherwise comply with the time deadlines expressly set forth in this Work Letter, (d) Tenant’s failure to timely approve the Engineering Drawings or any other matter requiring Tenant’s approval approval; (provided, however, that Tenant’s failure to timely approve such matter will not be deemed a Tenant Delay if Tenant disapproved such matter because Tenant determined that the items submitted to Tenant were deficient [for example, if the proposed Construction Documents did not reflect a logical extension of the approved Schematics]), (ec) Tenant’s rejections of Landlord’s submissions without reasonable basis or unreasonable requests any breach by Tenant for clarifications or revisions in such submissions, (f) hindrance or disruption of the Contractors’ work resulting from the performance of the Tenant’s Work, if any, (g) Any other acts or omissions of Tenant, or its agents, or employees which actually delays the Substantial Completion, (h) Landlord requests Tenant’s approval for any matter specified in this Work Letter or the Lease; (including, without limitation, approval of: design professionals pursuant to Section 2.2; the Pre-Construction Cost Estimate pursuant to Section 2.4; the Schematics pursuant to Section 2.7(a); the Construction Document Packages pursuant to Section 2.7(b); and the Contractors and the Cost Estimate pursuant to Section 3.2d) and: any change (i) Tenant does approve such matter or respond with a reasonable basis for disapproval within the applicable time period set forth in this Work Letter or (ii) if Tenant has timely responded to such request with a reasonable basis for disapproval, then, if Landlord submits a Subsequent Request that addresses Tenant’s original reasonable basis request for disapprovalLandlord’s approval of any change) in the Approved Architectural Plans, Tenant does not approve the Approved Engineering Drawings or the Approved Construction Drawings (except to the extent such Subsequent Request within five (5) business days after such Subsequent Request, (i) delay or hindrance in obtaining results from any occupancy certificates or other permits for the Improvements as a result failure of Tenant’s Work, (j) Tenant’s failure Landlord to timely make a deposit into the TI Account, failure to timely make a payment of Tenant’s Contribution, or other failure to pay when due all amounts payable by Tenant pursuant to this Work Letter, (k) Tenant’s material breach of the Lease, including without limitation perform its obligations under this Work Letter, Section 2.7 and/or Section 3.2.2 above); (le) Tenant’s requirement for materials, components, finishes or improvements which that are not available in a commercially reasonable time given the anticipated date of Substantial Completion substantial completion of the Tenant Improvements, Improvement Work as set forth in this Agreement; (f) any change to the Progress Schedule in base, shell or core of the amount of time specified Premises or Building required by Landlord at the time it approves the same, or Approved Construction Drawings; or (mg) any other circumstance which is deemed act or stated herein omission of Tenant or in any of its agents, employees or representatives, then, notwithstanding any contrary provision of this Agreement, and regardless of when the Lease to constitute a Tenant Delay hereunder; then any such delay under the foregoing clauses shall be a “Tenant Delay” to the extent that Landlord Improvement Work is actually delayed in Substantial Completion beyond substantially completed, the Estimated Date of Substantial Completion as a result of such action of Tenant. If a Tenant Delay occurs, then Term Commencement Improvement Work shall be deemed to be substantially completed on the date that Substantial Completion of on which the Improvements and delivery of the Premises to Tenant in the required condition Improvement Work would have occurred but for the Tenant Delay (such date will be reasonably determined by Landlord in consultation with the Architect and the General Contractor). Notwithstanding the foregoing, except with respect to a Tenant Delay due to Tenant’s failure to comply with time deadlines expressly set forth in this Work Letter or a circumstance which is deemed to constitute a Tenant Delay hereunder, been substantially completed if no Tenant Delay shall be deemed to have occurred unless and until Landlord has delivered notice of the event or circumstance that Landlord determines is a Tenant Delay and Tenant has failed to cure such event or circumstance within one (1) business day following the date of delivery of such notice; provided, however, Landlord shall have no obligation to give notice of a Tenant Delay as a condition to the occurrence thereof in the event such Tenant Delay arises from Tenant’s failure to take a specified action within a time period expressly required by the terms of this Work Letter. Promptly after a Tenant Delay in accordance with the foregoing occurs, Landlord shall deliver to Tenant a revised Progress Schedule reflecting the Tenant Delay and the new Estimated Date of Substantial Completion. Furthermore, if Tenant fails to make any payment due in this Work Letter within the period required by this Work Letter (a "“Contribution Failure”), then (in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease) (x) Landlord may, after five (5) business days’ prior written notice to Tenant, stop construction (including any pre-construction work) of the Improvements until such payment is made by Tenant or, if applicable, the TI Account is funded by Tenant in accordance with this Work Letter and any resulting stoppage shall be a Tenant Delay to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result thereof, (y) Tenant's failure on the first or second occasion to timely make such payment where such failure shall continue for a period of five (5) days after notice from Landlord of such delinquency shall be an event of default under the Lease and (z) Tenant's failure on a third occasion to timely make such payment shall be an event of default under the Lease. If Landlord stops construction due to a Contribution Failure, Tenant shall be responsible for all costs in connection with remobilizing the Contractors and recommencing constructionhad occurred.

Tenant Delay. If Landlord is actually delayed The phrase, “Tenant Delay” shall be defined as any delay in completing the Improvements as a result of (a) Any Changes requested by Tenant (to the extent the delay is set forth in an executed Change Order), (b) Any Changes to the performance of Landlord’s Work required actually caused by unusual specialized requirements in the TI Construction Documents, other than changes to the Landlord’s Work relating to compliance with applicable laws obligations that are solely Landlord’s responsibility, pursuant to the express terms of this Work Letter, (c) A Tenant Delay as set forth in Section 2.7(g) of this Work Letter or Tenant's failure to otherwise comply with the time deadlines expressly set forth in this Work Letter, (di) Tenant’s failure to timely approve any matter requiring complete Tenant’s approval Plans where such failure delays Landlord’s ability to commence Landlord’s Work by February 28, 2022, (providedii) any changes to any Tenant plans, howeverincluding the Final Plans, that made by Tenant, or any Tenant’s failure Change (hereinafter defined in Section 3.8), or any request by Tenant to timely approve such matter will not be deemed postpone or change a Tenant Delay if Tenant disapproved such matter because Tenant determined that the items submitted to Tenant were deficient [for example, if the proposed Construction Documents did not reflect a logical extension of the approved Schematics]), (e) Tenant’s rejections component of Landlord’s submissions without reasonable basis Work, in any case for which Landlord identifies a specified period of delay in Landlord’s ability to meet milestone dates in the Approved Construction Schedule, specifically including the stated Turnover Date, at the time of its approval and for which Tenant does not withdraw such change in any plans, or unreasonable requests any Tenant’s Change pursuant to Section 3.8, or requested postponement to avoid delay, (iii) the delay of Tenant or its architects and engineers in providing or supplying information reasonably required by Landlord or its general contractor or the Town of Burlington by the dates stipulated in the Approved Construction Schedule, or in any other instance if no time period is specified, then within three (3) business days after request therefor, (iv) any failure by any contractors employed by Tenant for clarifications or revisions in such submissions, (f) hindrance or disruption of the Contractors’ work resulting from the performance of the Tenant’s Work, if any, (g) Any other acts or omissions of Tenant, or its agents, or employees which actually delays the Substantial Completion, (h) Landlord requests Tenant’s approval for any matter specified in this Work Letter (including, without limitation, approval of: design professionals pursuant contractors furnishing telecommunications, data processing or other service or equipment directly to Section 2.2; Tenant (and not via Landlord’s contractors) to comply with the Pre-Construction Cost Estimate pursuant to Section 2.4; agreed upon timetables for coordination of the Schematics pursuant to Section 2.7(a); the Construction Document Packages pursuant to Section 2.7(b); and the Contractors and the Cost Estimate pursuant to Section 3.2) and: (i) Tenant does approve such matter or respond with a reasonable basis for disapproval within the applicable time period parties’ respective components of work, as set forth in the Approved Construction Schedule or established at on-site or virtual progress meetings between Landlord’s representative and Tenant’s representative, each acting reasonably and in good faith, (v) any failure to comply with this Article 3, including failure by Tenant’s general contractor, architects and engineers to sign the cooperation agreement required under Section 3.5 below, or (vi) any material interference with the performance of Landlord’s Work by Tenant or any of its agents, employees, architects, engineers or contractors that materially affects Landlord’s ability to commence and complete Landlord’s Work by the dates for commencement and completion of the Building core and shell work stipulated in Section 1.1 or the Approved Construction Schedule (if different), (vii) Tenant’s delay in delivering the Original Letter or of Credit required under Section 4.4 of this Lease or (iiviii) if Tenant’s delay in funding the Escrow Account when due under Section 3.8. No Tenant has timely responded Delay shall be deemed to such request have occurred under this Section 3.4 unless Landlord provides Tenant’s construction representative with a reasonable basis for disapproval, then, if Landlord submits notice specifying the failure that constitutes a Subsequent Request that addresses Tenant’s original reasonable basis for disapproval, Tenant does not approve such Subsequent Request Delay within five (5) business days after such Subsequent Request, (i) delay or hindrance in obtaining any occupancy certificates or other permits for the Improvements as a result of Tenant’s Work, (j) Tenant’s failure to timely make a deposit into the TI Account, failure to timely make a payment of Tenant’s Contribution, or other failure to pay when due all amounts payable by Tenant pursuant to this Work Letter, (k) Tenant’s material breach of the Lease, including without limitation its obligations under this Work Letter, (l) Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion Landlord has actual knowledge of the Tenant Improvements, as set forth in the Progress Schedule in the amount of time specified by Landlord at the time it approves the same, or (m) any other circumstance which is deemed or stated herein or in the Lease to constitute a Tenant Delay hereunder; then any such delay under the foregoing clauses shall Delay. Such notice may be a “Tenant Delay” to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result of such action of Tenant. If a Tenant Delay occurs, then Term Commencement shall be deemed to be the date that Substantial Completion of the Improvements and delivery of the Premises to Tenant in the required condition would have occurred but for the Tenant Delay (such date will be reasonably determined by Landlord in consultation with the Architect and the General Contractor). Notwithstanding the foregoing, except with respect to a Tenant Delay due given via email to Tenant’s failure to comply with time deadlines expressly set forth in this Work Letter representatives, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ whose email is: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or a circumstance which is deemed to constitute a Tenant Delay hereunder, no Tenant Delay shall be deemed to have occurred unless and until Landlord has delivered notice of the event or circumstance that Landlord determines is a Tenant Delay and Tenant has failed to cure such event or circumstance within one (1) business day following the date of delivery of such notice; provided, however, Landlord shall have no obligation to give notice of a Tenant Delay as a condition to the occurrence thereof in the event such Tenant Delay arises from Tenant’s failure to take a specified action within a time period expressly required by the terms of this Work Letter▇▇▇▇▇▇ ▇▇▇▇ whose email is: ▇▇▇▇▇@▇▇▇▇.▇▇▇. Promptly after a Tenant Delay in accordance with the foregoing occurs, Landlord shall deliver to Tenant a revised Progress Schedule reflecting the Tenant Delay and the new Estimated Date of Substantial Completion. Furthermore, if Tenant fails to make any payment due in this Work Letter within the period required by this Work Letter (a "“Contribution Failure”), then (in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease) (x) Landlord may, after five (5) business days’ prior written notice to Tenant, stop construction (including any pre-construction work) of the Improvements until such payment is made by Tenant or, if applicable, the TI Account is funded by Tenant in accordance with this Work Letter and any resulting stoppage shall be a Tenant Delay to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result thereof, (y) Tenant's failure on the first or second occasion to timely make such payment where such failure shall continue for a period of five (5) days after notice from Landlord of such delinquency shall be an event of default under the Lease and (z) Tenant's failure on a third occasion to timely make such payment shall be an event of default under the Lease. If Landlord stops construction due to a Contribution Failure, Tenant shall be responsible for all costs in connection with remobilizing the Contractors and recommencing construction.2892369_8

Tenant Delay. If The phrase, “Tenant Delay”, shall be defined as any delay in the completion of Landlord’s Work actually caused by (i) special work, upgrades or long lead-time items for which Landlord is actually delayed identifies in completing writing (it being agreed such writing may be in the Improvements as form of an e-mail), promptly upon submission of a result of Work Change Order, a specified period of delay, and in either instance Tenant does not withdraw or alter such special work, upgrade, long lead-time item which avoids such delay, (aii) Any Changes any changes to any plans, including the Final Plans, made by Tenant, or any Work Change Order requested by ▇▇▇▇▇▇, in any case for which ▇▇▇▇▇▇▇▇ identifies a specified period of delay at the time of its approval and for which Tenant does not withdraw such change to avoid delay, (to iii) any change in the extent the delay is set forth in an executed Change Order), (b) Any Changes to design of the Landlord’s Work required or any component thereof made by unusual specialized requirements Tenant that results in the TI Construction Documents, other than changes to a delay in the Landlord’s Work relating to compliance with applicable laws obligations construction start date beyond the date that are solely is sixty (60) days after Landlord’s responsibilityreceipt of the construction drawings, pursuant to (iv) the express terms delay of this Work Letter, (c) A Tenant Delay as set forth or its architects and engineers in Section 2.7(g) approving the Construction Plans, or supplying, submitting or approving any other plans, specifications, pricing or estimates or giving authorizations or supplying information reasonably required by Landlord or its general contractor or the Town of this Work Letter or Tenant's failure to otherwise comply with Bedford by the time deadlines expressly set forth dates stipulated in this Work Letter, (d) Tenant’s failure to timely approve any matter requiring Tenant’s approval (provided, however, that Tenant’s failure to timely approve such matter will not be deemed a Tenant Delay if Tenant disapproved such matter because Tenant determined that the items submitted to Tenant were deficient [for example, if the proposed Construction Documents did not reflect a logical extension of the approved Schematics]), (e) Tenant’s rejections of Landlord’s submissions without reasonable basis or unreasonable requests by Tenant for clarifications or revisions in such submissions, (f) hindrance or disruption of the Contractors’ work resulting from the performance of the Tenant’s Work, if any, (g) Any other acts or omissions of TenantArticle 3, or its agents, or employees which actually delays the Substantial Completion, (h) Landlord requests Tenant’s approval for in any matter specified in this Work Letter (including, without limitation, approval of: design professionals pursuant to Section 2.2; the Pre-Construction Cost Estimate pursuant to Section 2.4; the Schematics pursuant to Section 2.7(a); the Construction Document Packages pursuant to Section 2.7(b); and the Contractors and the Cost Estimate pursuant to Section 3.2) and: (i) Tenant does approve such matter or respond with a reasonable basis for disapproval within the applicable other instance if no time period set forth in this Work Letter or (ii) if Tenant has timely responded to such request with a reasonable basis for disapprovalis specified, then, if Landlord submits a Subsequent Request that addresses Tenant’s original reasonable basis for disapproval, Tenant does not approve such Subsequent Request then within five (5) business days after such Subsequent Request, request therefor, (iv) delay or hindrance in obtaining any occupancy certificates failure by any contractors employed by Tenant including, without limitation, contractors furnishing telecommunications, data processing or other permits service or equipment directly to Tenant (and not via Landlord’s contractors) to comply with the agreed upon timetables for coordination of the Improvements parties’ respective components of work, as a result of established at on-site or virtual progress meetings between Landlord’s representative and Tenant’s Work, representative, each acting reasonably and in good faith, (j) Tenant’s failure to timely make a deposit into the TI Account, failure to timely make a payment of Tenant’s Contribution, or other failure to pay when due all amounts payable by Tenant pursuant to this Work Letter, (k) Tenant’s material breach of the Lease, including without limitation its obligations under this Work Letter, (l) Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion of the Tenant Improvements, as set forth in the Progress Schedule in the amount of time specified by Landlord at the time it approves the same, or (mvi) any other circumstance which is deemed or stated herein or in the Lease to constitute a Tenant Delay hereunder; then any such delay under the foregoing clauses shall be a “Tenant Delay” to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result of such action of Tenant. If a Tenant Delay occurs, then Term Commencement shall be deemed to be the date that Substantial Completion of the Improvements and delivery of the Premises to Tenant in the required condition would have occurred but for the Tenant Delay (such date will be reasonably determined by Landlord in consultation with the Architect and the General Contractor). Notwithstanding the foregoing, except with respect to a Tenant Delay due to Tenant’s failure to comply with time deadlines expressly set forth in this Article 3 or any material interference with the performance of ▇▇▇▇▇▇▇▇’s Work Letter by Tenant or a circumstance which is deemed to constitute a Tenant Delay hereunderany of its agents, no Tenant Delay shall be deemed to have occurred unless and until Landlord has delivered notice of the event employees, architects, engineers or circumstance that Landlord determines is a Tenant Delay and Tenant has failed to cure such event contractors, or circumstance within one (1vii) business day following the date of delivery of such notice; provided, however, Landlord shall have no obligation to give notice of a Tenant Delay as a condition to the occurrence thereof in the event such Tenant Delay arises from Tenant’s failure delay in paying a Work Change Order when due or in delivering the Security and Restoration Deposit required pursuant to take a specified action within a time period expressly required by the terms of this Work Letter. Promptly after a Tenant Delay in accordance with the foregoing occurs, Landlord shall deliver to Tenant a revised Progress Schedule reflecting the Tenant Delay and the new Estimated Date of Substantial Completion. Furthermore, if Tenant fails to make any payment due in this Work Letter within the period required by this Work Letter (a "“Contribution Failure”), then (in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease) (x) Landlord may, after five (5) business days’ prior written notice to Tenant, stop construction (including any pre-construction work) of the Improvements until such payment is made by Tenant or, if applicable, the TI Account is funded by Tenant in accordance with this Work Letter and any resulting stoppage shall be a Tenant Delay to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result thereof, (y) Tenant's failure on the first or second occasion to timely make such payment where such failure shall continue for a period of five (5) days after notice from Landlord of such delinquency shall be an event of default under the Lease and (z) Tenant's failure on a third occasion to timely make such payment shall be an event of default under the Lease. If Landlord stops construction due to a Contribution Failure, Tenant shall be responsible for all costs in connection with remobilizing the Contractors and recommencing constructionSection 4.4.

Tenant Delay. If For the purpose of this Lease, "Tenant Delay" means delay in the substantial completion ofthe Building(s) or the work to be performed by or on behalf of Landlord is actually delayed in completing (including without limitation the completion of the Building 1 Tenant Improvements as a result of or the Building 2 Tenant Improvements) that occurs solely (a) Any Changes requested by because Tenant (fails to meet any of the extent the delay is deadlines set forth in an executed Change OrderExhibit D or Exhibit J (such as, but not limited to, the deadline for delivery of Space Plans or Working Drawings (whether preliminary, interim revisions or fInal), , (b) Any Changes because of any change by Tenant to the Landlord’s Work required by unusual specialized requirements in the TI Construction Documents, other than changes Space Plans or Working Drawings after that date which is ten (10) days prior to the Landlord’s Work relating date bid packages have been delivered to compliance with applicable laws obligations that are solely Landlord’s responsibility, prospective contractors pursuant to the express terms of this Work Letter, Exhibit D or Exhibit J (including without limitation change orders), (c) A any rejection in the approval of plans and specifIcations prepared by or on behalf of Tenant Delay as set forth in Section 2.7(g) of this Work Letter or Tenant's failure by any governmental entity due solely to otherwise the fact that such plans do not comply with the time deadlines expressly set forth in this Work Letter, law, (d) Tenant’s failure to timely approve 's request or inclusion in the applicable plans for improvements that are not customary for a typical office 5 user that combines office, data center and computer laboratory uses, and/or (e) because of any matter requiring Tenant’s approval (specification or requirement by Tenant of "long-lead" materials or equipment; provided, however, that Tenant’s failure to timely approve such matter will not be deemed a Tenant Delay if Tenant disapproved such matter because Tenant determined that the items submitted to Tenant were deficient [for example, if the proposed Construction Documents did not reflect a logical extension of the approved Schematics]), (e) Tenant’s rejections of Landlord’s submissions without reasonable basis or unreasonable requests by Tenant for clarifications or revisions in such submissions, (f) hindrance or disruption of the Contractors’ work resulting from the performance of the Tenant’s Work, if any, (g) Any other acts or omissions of Tenant, or its agents, or employees which actually delays the Substantial Completion, (h) Landlord requests Tenant’s approval for any matter specified in this Work Letter (including, without limitation, approval of: design professionals pursuant to Section 2.2; the Pre-Construction Cost Estimate pursuant to Section 2.4; the Schematics pursuant to Section 2.7(a); the Construction Document Packages pursuant to Section 2.7(b); and the Contractors and the Cost Estimate pursuant to Section 3.2) and: case (i) Tenant does approve Landlord shall reasonably notify Tenant, in detail, of such matter or respond with a reasonable basis for disapproval within the applicable time period set forth in this Work Letter or "long-lead" item, (ii) if Tenant has timely responded to such request with a reasonable basis for disapproval, then, if Landlord submits a Subsequent Request that addresses Tenant’s original reasonable basis for disapproval, Tenant does not approve such Subsequent Request within shall have five (5) business days after to elect to (A) omit such Subsequent Request, "long-lead" items, (iB) delay substitute such items for another item(s) that do not constitute a "long-lead" item, or hindrance in obtaining any occupancy certificates or other permits for the Improvements as a result of Tenant’s Work, (jC) Tenant’s failure retain such "long-lead" item (provided that if Tenant fails to timely make a deposit into the TI Accountspecify whether it will retain such "long-lead" item, failure to timely make a payment of Tenant’s Contribution, or other failure to pay when due all amounts payable by Tenant pursuant to this Work Letter, (k) Tenant’s material breach of the Lease, including without limitation its obligations under this Work Letter, (l) Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion of the Tenant Improvements, as set forth in the Progress Schedule in the amount of time specified by Landlord at the time it approves the same, or (m) any other circumstance which is deemed or stated herein or in the Lease to constitute a Tenant Delay hereunder; then any such delay under the foregoing clauses shall be a “Tenant Delay” to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result of such action of Tenant. If a Tenant Delay occurs, then Term Commencement shall be deemed to be the date that Substantial Completion of the Improvements and delivery of the Premises to Tenant in the required condition would have occurred but for the Tenant Delay (such date will be reasonably determined by Landlord in consultation with the Architect and the General Contractor). Notwithstanding the foregoing, except with respect to a Tenant Delay due to Tenant’s failure to comply with time deadlines expressly set forth in this Work Letter or a circumstance which is deemed to constitute a Tenant Delay hereunder, no Tenant Delay shall be deemed to have occurred unless and until Landlord has delivered notice of elected to retain the event same). Only ifTenant elects (or circumstance that Landlord determines is a Tenant Delay and Tenant has failed deemed to cure such event or circumstance within one (1) business day following the date of delivery of such notice; provided, however, Landlord shall have no obligation to give notice of a Tenant Delay as a condition to the occurrence thereof in the event such Tenant Delay arises from Tenant’s failure to take a specified action within a time period expressly required by the terms of this Work Letter. Promptly after a Tenant Delay in accordance with the foregoing occurs, Landlord shall deliver to Tenant a revised Progress Schedule reflecting the Tenant Delay and the new Estimated Date of Substantial Completion. Furthermore, if Tenant fails to make any payment due in this Work Letter within the period required by this Work Letter (a "“Contribution Failure”), then (in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Leaseelected) (xC) Landlord may, after five (5) business days’ prior written notice to Tenant, stop construction (including any preshall the delay arising from such "long-construction work) of the Improvements until such payment is made by lead" item constitute Tenant or, if applicable, the TI Account is funded by Tenant in accordance with this Work Letter and any resulting stoppage shall be a Tenant Delay to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result thereof, (y) Tenant's failure on the first or second occasion to timely make such payment where such failure shall continue for a period of five (5) days after notice from Landlord of such delinquency shall be an event of default under the Lease and (z) Tenant's failure on a third occasion to timely make such payment shall be an event of default under the Lease. If Landlord stops construction due to a Contribution Failure, Tenant shall be responsible for all costs in connection with remobilizing the Contractors and recommencing constructionDelay.

Tenant Delay. If Landlord A “Tenant Delay” shall be deemed to include, without limitation, any delay in the commencement, performance, Substantial Completion of the Expansion Premises or final completion of the Tenant Expansion Improvements which is actually delayed in completing attributable to any one or more of the Improvements as a result of following causes: (a) Any Changes late submissions of information to be provided by Tenants and which is needed by Landlord to perform its obligations hereunder; (b) any changes requested by Tenant (to the extent Expansion Drawings and Specifications or the delay is set forth in an executed Change Order), (b) Any Changes to the Landlord’s Work required by unusual specialized requirements in the TI Construction Documents, other than changes to the Landlord’s Work relating to compliance with applicable laws obligations that are solely Landlord’s responsibility, pursuant to the express terms of this Work Letter, Tenant Expansion Improvements; (c) A Tenant Delay as set forth delays in Section 2.7(g) of this Work Letter or obtaining non-Building Standard construction materials requested by Tenant's failure to otherwise comply with the time deadlines expressly set forth in this Work Letter, ; (d) Tenant’s failure to timely approve any matter item requiring Tenant’s approval (provided, however, that Tenant’s failure to timely approve such matter will not be deemed a Tenant Delay if Tenant disapproved such matter because Tenant determined that the items submitted to Tenant were deficient [for example, if the proposed Construction Documents did not reflect a logical extension of the approved Schematics]), approval; (e) Tenant’s rejections of Landlord’s submissions without reasonable basis or unreasonable requests delays by Tenant for clarifications or revisions in such submissions, meeting the deadlines set forth herein; (f) hindrance the performance by Tenant or Tenant’s contractors of any improvement or any other related work at or about the Expansion Premises or the Property; (g) any act or omission of Tenant, Tenant’s Architect or Tenant’s contractors, (h) any breach by Tenant of any provision contained in this Exhibit or in the Lease, (i) any disruption of the Contractors’ work resulting from or interference by Tenant in the performance of the Tenant’s Work, if any, (g) Any other acts or omissions Tenant Expansion Improvements occurring in the course of Tenant, or its agents, or employees which actually delays any entry into the Substantial Completion, (h) Landlord requests Tenant’s approval for any matter specified in this Work Letter (including, without limitation, approval of: design professionals Expansion Premises pursuant to Section 2.2; the Pre-Construction Cost Estimate pursuant to Section 2.4; the Schematics pursuant to Section 2.7(a); the Construction Document Packages pursuant to Section 2.7(b); and the Contractors and the Cost Estimate pursuant to Section 3.2) and: (i) Tenant does approve such matter or respond with a reasonable basis for disapproval within the applicable time period set forth in 3.02 of this Work Letter or (ii) if Tenant has timely responded to such request with a reasonable basis for disapprovalExhibit “B”, then, if Landlord submits a Subsequent Request that addresses Tenant’s original reasonable basis for disapproval, Tenant does not approve such Subsequent Request within five (5) business days after such Subsequent Request, (i) delay or hindrance in obtaining any occupancy certificates or other permits for the Improvements as a result of Tenant’s Work, (j) Tenant’s any failure by Tenant to timely make a deposit into the TI Account, failure to timely make a payment of Tenant’s Contributionconstruct and install any Tenant Expansion Work, or to perform any other failure to pay when due all amounts payable by Tenant pursuant to this Work Letter, installations of furniture, fixtures and equipment in the Expansion Premises properly and in accordance with applicable Laws which results in a governmental authority denying the issuance of an Occupancy Permit for the Expansion Premises, and/or (k) Tenant’s material breach any failure of Tenant to cooperate with Landlord or otherwise act with diligence and in good faith in order to cause the LeaseTenant Expansion Improvements to be designed, including without limitation its obligations under this Work Letter, (l) Tenant’s requirement for materials, components, finishes or improvements which are not available approved and constructed in a commercially reasonable time given the anticipated date of Substantial Completion of the Tenant Improvements, as set forth in the Progress Schedule in the amount of time specified by Landlord at the time it approves the same, or (m) any other circumstance which is deemed or stated herein or in the Lease to constitute a Tenant Delay hereunder; then any such delay under the foregoing clauses shall be a “Tenant Delay” to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result of such action of Tenant. If a Tenant Delay occurs, then Term Commencement shall be deemed to be the date that Substantial Completion of the Improvements and delivery of the Premises to Tenant in the required condition would have occurred but for the Tenant Delay (such date will be reasonably determined by Landlord in consultation with the Architect and the General Contractor)timely manner. Notwithstanding the foregoing, except with respect to a Tenant Delay due to Tenant’s failure to comply with time deadlines expressly set forth in this Work Letter or a circumstance which is deemed to constitute a Tenant Delay hereunder, no Tenant Delay shall be not have deemed to have occurred unless and until Landlord has delivered notice of the event or circumstance that Landlord determines is a Tenant Delay and Tenant has failed to cure such event or circumstance within one (1) business day following the date of delivery of such notice; provided, however, Landlord shall have no obligation to give notice of a Tenant Delay as a condition to the occurrence thereof in the event such Tenant Delay arises from Tenant’s failure to take a specified action within a time period expressly required by the terms of this Work Letter. Promptly after a Tenant Delay in accordance with the foregoing occurs, Landlord shall deliver to Tenant a revised Progress Schedule reflecting the Tenant Delay and the new Estimated Date of Substantial Completion. Furthermore, if Tenant fails to make any payment due in this Work Letter within the period required by this Work Letter (a "“Contribution Failure”), then (in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease) (x) Landlord may, after five (5) business days’ prior written notice to Tenant, stop construction (including any pre-construction work) of the Improvements until such payment is made by Tenant or, if applicable, the TI Account is funded by Tenant in accordance with this Work Letter and any resulting stoppage shall be a Tenant Delay to the extent that Landlord is actually delayed a delay in the commencement, performance, Substantial Completion beyond of the Estimated Date Expansion Premises or final completion of Substantial Completion as the Tenant Expansion Improvements is the result of the negligence of any party other than Tenant, or Tenant’s employees, agents or contractors. THIS CONFIRMATION OF LEASE TERM is made this day of , 20 , by and between PRINCETON SOUTH INVESTORS, LLC, a result thereofDelaware limited liability company (“Landlord”) and ANTARES PHARMA, INC., a Delaware corporation (y) “Tenant's failure on the first or second occasion to timely make such payment where such failure shall continue for a period of five (5) days after notice from Landlord of such delinquency shall be an event of default under the Lease and (z) Tenant's failure on a third occasion to timely make such payment shall be an event of default under the Lease. If Landlord stops construction due to a Contribution Failure, Tenant shall be responsible for all costs in connection with remobilizing the Contractors and recommencing construction”).

Tenant Delay. If (A) a delay shall occur in the completion of the Landlord is actually delayed Work as the result of (i) Tenant failing to send notice to Landlord approving the Final Plans (as defined in completing Section 2.4 below) on or prior to January 31, 1992, which approval shall not be unreasonably withheld provided that the Improvements as Final Plans substantially conform to the Plans and Specifications, and provided further that if Landlord does not deliver the Final Plans to Tenant for its approval on or prior to January 15, 1992, then the January 31, 1992 deadline shall be extended by the number of days equal to the number of days elapsed between January 15, 1992 and the date Landlord delivers the Final Plans to Tenant for its review and approval, (ii) any direction by Tenant that Landlord hold up proceeding with a result of segment of Landlord Work preliminary to a possible change therein by Tenant or for any other reason, (aiii) Any Changes a failure by Tenant to execute this Lease on or before August 20, 1991, (iv) a failure by Tenant to approve the plans and specifications for the Landlord Work annexed hereto on or before August 20, 1991, (iv) any change by Tenant in any plan; specification or finish information to be furnished by Tenant, if any, (v) any delay caused solely by any other act or omission of Tenant, its agents, employees or contractors, (vi) the fact that a change requested by Tenant to Landlord Work requires lead time to obtain or construction time to perform, in excess of that required for Landlord's standard work with reasonable diligence in obtaining and performing the same on the part of Landlord ("Long Lead Items"), or (vii) if work is to be done by Tenant, its employees or contractors, which under good construction scheduling practice should be completed before some portion of Landlord Work is done, and Tenant's work is not completed on schedule, then (B) the extent the delay is set forth in an executed Change Order), Commencement Date (b) Any Changes to the Landlord’s Work required by unusual specialized requirements in the TI Construction Documents, other than changes to the Landlord’s Work relating to compliance with applicable laws obligations that are solely Landlord’s responsibility, as same may be extended pursuant to Section 2.1 above) shall (even though no Certificate of Occupancy has been issued or Landlord Work has not been completed) be deemed, but only for the express terms purpose of this Work Letter, (c) A Tenant Delay as set forth determining the commencement of fixed annual rent, to be one day earlier than provided for in Section 2.7(g) Article 2 of this Work Letter or Tenant's failure to otherwise comply with the time deadlines expressly set forth in this Work Letter, (d) Tenant’s failure to timely approve any matter requiring Tenant’s approval (Lease for each day of such delay, provided, however, that Tenant’s failure Tenant shall have five (5) Business Days after written notice from Landlord to timely approve cure any act or omission referred to in clause (iii) above before the provisions of subdivision (B) shall become effective. The extent of any delay referred to in Clause (A) of the first paragraph of this Section shall be determined in the following manner: Landlord shall give written notice to Tenant of the estimated length of the delay involved within a reasonable time after the information necessary to estimate such matter will not delay is available (which written notice shall include the reasons for Landlord's estimate) and the extent of such delay shall be deemed a Tenant Delay if Tenant disapproved such matter because Tenant determined that the items submitted to Tenant were deficient [for examplebe as so estimated unless, if the proposed Construction Documents did not reflect a logical extension of the approved Schematics]), (e) Tenant’s rejections of Landlord’s submissions without reasonable basis or unreasonable requests by Tenant for clarifications or revisions in such submissions, (f) hindrance or disruption of the Contractors’ work resulting from the performance of the Tenant’s Work, if any, (g) Any other acts or omissions of Tenant, or its agents, or employees which actually delays the Substantial Completion, (h) Landlord requests Tenant’s approval for any matter specified in this Work Letter (including, without limitation, approval of: design professionals pursuant to Section 2.2; the Pre-Construction Cost Estimate pursuant to Section 2.4; the Schematics pursuant to Section 2.7(a); the Construction Document Packages pursuant to Section 2.7(b); and the Contractors and the Cost Estimate pursuant to Section 3.2) and: (i) Tenant does approve such matter or respond with a reasonable basis for disapproval within the applicable time period set forth in this Work Letter or (ii) if Tenant has timely responded to such request with a reasonable basis for disapproval, then, if Landlord submits a Subsequent Request that addresses Tenant’s original reasonable basis for disapproval, Tenant does not approve such Subsequent Request within five (5) business days Business Days after such Subsequent Request, (i) delay or hindrance in obtaining any occupancy certificates or other permits for the Improvements as a result of Tenant’s Work, (j) Tenant’s failure to timely make a deposit into the TI Account, failure to timely make a payment of Tenant’s Contribution, or other failure to pay when due all amounts payable by Tenant pursuant to this Work Letter, (k) Tenant’s material breach of the Lease, including without limitation its obligations under this Work Letter, (l) Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion of the Tenant Improvements, as set forth in the Progress Schedule in the amount of time specified by Landlord at the time it approves the same, or (m) any other circumstance which is deemed or stated herein or in the Lease to constitute a Tenant Delay hereunder; then any such delay under the foregoing clauses shall be a “Tenant Delay” to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result giving of such action written notice, Tenant shall notify the party from which the written notice originates of any disagreement therewith (including Tenant. If a Tenant Delay occurs, then Term Commencement shall be deemed to be the date that Substantial Completion of the Improvements and delivery of the Premises to Tenant in the required condition would have occurred but for the Tenant Delay (such date will be reasonably determined by Landlord in consultation with the Architect and the General Contractor's reasons therefor). Notwithstanding anything to the foregoing, except with respect to a Tenant Delay due to Tenant’s failure to comply with time deadlines expressly set forth contrary contained in this Work Letter or a circumstance which is deemed to constitute a Section 2.2, if Landlord submits the Final Plans earlier than January 15, 1992, then Tenant Delay hereunder, no Tenant Delay shall be deemed to have occurred unless and until Landlord has delivered notice of the event or circumstance that Landlord determines is a Tenant Delay and Tenant has failed to cure such event or circumstance within one (1) business day following the date of delivery of such notice; provided, however, Landlord shall have no obligation two (2) weeks to give send notice of a Tenant Delay as a condition to the occurrence thereof in the event such Tenant Delay arises from Tenant’s failure to take a specified action within a time period expressly required by the terms of this Work Letter. Promptly after a Tenant Delay in accordance with the foregoing occurs, Landlord shall deliver to Tenant a revised Progress Schedule reflecting the Tenant Delay and the new Estimated Date of Substantial Completion. Furthermore, if Tenant fails to make any payment due in this Work Letter within the period required by this Work Letter (a "“Contribution Failure”), then (in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease) (x) Landlord mayapproving said Final Plans, after five (5) business days’ prior written notice to Tenant, stop construction (including any pre-construction work) of the Improvements until such payment is made by Tenant or, if applicable, the TI Account is funded by Tenant in accordance with this Work Letter and any resulting stoppage which approval shall not be a Tenant Delay to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result thereof, (y) Tenant's failure on the first or second occasion to timely make such payment where such failure shall continue for a period of five (5) days after notice from Landlord of such delinquency shall be an event of default under the Lease and (z) Tenant's failure on a third occasion to timely make such payment shall be an event of default under the Lease. If Landlord stops construction due to a Contribution Failure, Tenant shall be responsible for all costs in connection with remobilizing the Contractors and recommencing constructionunreasonably withheld.

Tenant Delay. If Landlord is actually delayed The phrase, “Tenant Delay”, shall be defined as any delay in completing the Improvements as a result of (a) Any Changes requested by Tenant (to the extent the delay is set forth in an executed Change Order), (b) Any Changes to the completion of any Phase of Landlord’s Work required actually caused by unusual specialized requirements (i) special work, upgrades or long lead-time items for which Landlord identifies a specified period of delay, and in the TI Construction Documentseither instance Tenant does not withdraw or alter such special work, other than upgrade, long lead-time item which avoids such delay, (ii) any changes to any plans, including the Landlord’s Work relating to compliance with applicable laws obligations that are solely Landlord’s responsibilityFinal Plans, pursuant to the express terms of this Work Letter, (c) A Tenant Delay as set forth in Section 2.7(g) of this Work Letter or Tenant's failure to otherwise comply with the time deadlines expressly set forth in this Work Letter, (d) Tenant’s failure to timely approve any matter requiring Tenant’s approval (provided, however, that Tenant’s failure to timely approve such matter will not be deemed a Tenant Delay if Tenant disapproved such matter because Tenant determined that the items submitted to Tenant were deficient [for example, if the proposed Construction Documents did not reflect a logical extension of the approved Schematics]), (e) Tenant’s rejections of Landlord’s submissions without reasonable basis or unreasonable requests made by Tenant for clarifications or revisions in such submissions, (f) hindrance or disruption of the Contractors’ work resulting from the performance of the Tenant’s Work, if any, (g) Any other acts or omissions of Tenant, or any Work Change Order requested by Tenant, in any case for which Landlord identifies a specified period of delay at the time of its agentsapproval and for which Tenant does not withdraw such change to avoid delay, (iii) the delay of Tenant or its architects and engineers in providing or approving the Construction Plans, or employees which actually delays supplying, submitting or approving any other plans, specifications, pricing or estimates or giving authorizations or supplying information reasonably required by Landlord or its General Contractor or the Substantial Completion, (h) Landlord requests Tenant’s approval for any matter specified Town of Burlington by the dates stipulated in this Work Letter Lease, or in any instance if no time period is specified, then within three (3) business days after request therefor, (iv) any failure by any contractors employed by Tenant including, without limitation, approval of: design professionals pursuant to Section 2.2; the Pre-Construction Cost Estimate pursuant to Section 2.4; the Schematics pursuant to Section 2.7(a); the Construction Document Packages pursuant to Section 2.7(b); and the Contractors and the Cost Estimate pursuant to Section 3.2) and: (i) Tenant does approve such matter or respond with a reasonable basis for disapproval within the applicable time period set forth in this Work Letter or (ii) if Tenant has timely responded to such request with a reasonable basis for disapprovalcontractors furnishing telecommunications, then, if Landlord submits a Subsequent Request that addresses Tenant’s original reasonable basis for disapproval, Tenant does not approve such Subsequent Request within five (5) business days after such Subsequent Request, (i) delay or hindrance in obtaining any occupancy certificates data processing or other permits service or equipment directly to Tenant (and not via Landlord’s contractors) to comply with the agreed upon timetables for the Improvements as a result of Tenant’s Work, (j) Tenant’s failure to timely make a deposit into the TI Account, failure to timely make a payment of Tenant’s Contribution, or other failure to pay when due all amounts payable by Tenant pursuant to this Work Letter, (k) Tenant’s material breach coordination of the Lease, including without limitation its obligations under this Work Letter, (l) Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date parties’ respective components of Substantial Completion of the Tenant Improvementswork, as set forth established at on-site progress meetings between L▇▇▇▇▇▇▇’s representative and T▇▇▇▇▇’s representative, each acting reasonably and in the Progress Schedule in the amount of time specified by Landlord at the time it approves the samegood faith, or (mv) any other circumstance which is deemed or stated herein or in the Lease to constitute a Tenant Delay hereunder; then any such delay under the foregoing clauses shall be a “Tenant Delay” to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result of such action of Tenant. If a Tenant Delay occurs, then Term Commencement shall be deemed to be the date that Substantial Completion of the Improvements and delivery of the Premises to Tenant in the required condition would have occurred but for the Tenant Delay (such date will be reasonably determined by Landlord in consultation with the Architect and the General Contractor). Notwithstanding the foregoing, except with respect to a Tenant Delay due to Tenant’s failure to comply with time deadlines expressly set forth in this Article 3 or any material interference with the performance of L▇▇▇▇▇▇▇’s Work Letter by Tenant or a circumstance which is deemed any of its agents, employees, architects, engineers or contractors, (vi) any permits or approvals required for Tenant to constitute a Tenant Delay hereunder, no Tenant Delay shall be deemed to have occurred unless and until Landlord has delivered notice of occupy the event or circumstance Premises that Landlord determines is a Tenant Delay and Tenant has failed to cure such event or circumstance within one (1) business day following delay the date of delivery of such notice; provided, however, Landlord shall have no obligation to give notice issuance of a Tenant Delay as a condition to the occurrence thereof in the event such Tenant Delay arises from Certificate of Occupancy (Temporary or otherwise) and/or (vii) Tenant’s failure to take a specified action within a time period expressly required by delay in delivering the terms Original Letter of this Work Letter. Promptly after a Tenant Delay in accordance with the foregoing occurs, Landlord shall deliver to Tenant a revised Progress Schedule reflecting the Tenant Delay and the new Estimated Date of Substantial Completion. Furthermore, if Tenant fails to make any payment due in this Work Letter within the period required by this Work Letter (a "“Contribution Failure”), then (in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease) (x) Landlord may, after five (5) business days’ prior written notice to Tenant, stop construction (including any pre-construction work) of the Improvements until such payment is made by Tenant or, if applicable, the TI Account is funded by Tenant in accordance with this Work Letter and any resulting stoppage shall be a Tenant Delay to the extent that Landlord is actually delayed in Substantial Completion beyond the Estimated Date of Substantial Completion as a result thereof, (y) Tenant's failure on the first or second occasion to timely make such payment where such failure shall continue for a period of five (5) days after notice from Landlord of such delinquency shall be an event of default under the Lease and (z) Tenant's failure on a third occasion to timely make such payment shall be an event of default under the Lease. If Landlord stops construction due to a Contribution Failure, Tenant shall be responsible for all costs in connection with remobilizing the Contractors and recommencing constructionCredit.