Common use of Tenant Delays Clause in Contracts

Tenant Delays. A "Tenant Delay” shall be defined as any delay in the design, permitting or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).

Tenant Delays. A "The term “Tenant Delay” as used in the Lease or this Agreement shall be defined as mean any delay that Landlord may encounter in the design, permitting or performance of Landlord’s obligations under the Base Building Work to the extent that such delay is actually caused by Lease or this Agreement because of any act or, where there is a duty to act under this Lease, or omission of any failure to act nature by Tenant or Tenant's its agents or contractors, architects, engineers, including any: (1) delay attributable to changes in or anyone else engaged additions to the Approved Plans or to the Landlord’s Work requested by or on behalf Tenant; (2) delay attributable to the postponement of any Landlord’s Work at the request of Tenant; (3) delay caused by a Change Order requested by Tenant; (4) delay attributable to the failure of Tenant in connection with to pay, when due, any amounts required to be paid by Tenant pursuant to the construction Lease; or (5) delay attributable to a failure of Tenant to employ union labor for Tenant’s work at the Premises during the time the Landlord’s Work is being constructed. Tenant shall pay all actual costs and expenses incurred by Landlord which result from any Tenant Delay and the Commencement Date of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event Lease shall be deemed accelerated one (1) day for each day the Premises is not Ready for Occupancy as a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that result of a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred unless Landlord gives Tenant prior written notice or written notice within five (5) days of the occurrence, as reasonable under the circumstances, specifying the claimed reasons for the purposes of this Article III). In additionsuch Tenant Delay, any delay and Tenant shall fail to the extent caused by (i) Landlord Delay promptly correct or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute cure such Tenant Delay. There shall be excluded from the number of days of any Tenant covenants that no Tenant Delay shall delay commencement Delay, or any of the Term following events of force majeure: labor disputes, fire, unusual delay in transportation, adverse weather conditions not reasonably anticipatable, unavoidable casualties, delays in obtaining permits or the obligation to pay Annual Fixed Rent governmental approvals or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Workany other causes beyond Landlord’s or its contractor’s reasonable control (and other than for financial reasons) (collectively, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant “Force Majeure Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays”).

Tenant Delays. A "If substantial completion of Landlord's Market Ready Improvements and/or the Tenant Delay” Improvements is delayed as a result of the acts or omissions of Tenant, then the Delivery Date shall be defined as accelerated by one day for each day of such delay resulting from such acts or omissions of Tenant. Delays to the acts or omissions of Tenant shall mean any delays caused by: (i) Tenant's failure to furnish information to Landlord for the preparation of plans and drawings for the Tenant Improvements in accordance with the time periods provided in EXHIBIT D; (ii) Tenant’s request for special materials, finishes or installations which are not readily available, which delay attributable to Tenant shall be the number of days of delay specified by Landlord at the time Tenant requests the same; (iii) Tenant’s failure to reasonably approve plans and working drawings in accordance with EXHIBIT D; (iv) Tenant’s changes in plans and/or working drawings after their approval by Landlord, which delay attributable to Tenant shall be the number of days of delay specified in the designchange order therefor approved by Tenant; (v) Tenant’s failure to complete any of its own improvement work (including installation of Tenant’s furniture, permitting or performance fixtures and equipment in the Premises if required by the City of the Base Building Work Sunnyvale to complete its final inspection) to the extent that such delay is actually Tenant delays completion by the City of Sunnyvale of its final inspection and approval of the Tenant Improvements; or (vi) interference with Landlord’s work caused by any act or, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding contractors or subcontractors, which interference continues beyond the foregoing, no event shall be deemed a Tenant Delay unless and until day that Landlord has given Tenant written delivers notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand thereof to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to Landlord, any and all costs and expenses incurred by Landlord in connection with any delay in the design, permitting commencement or performance completion of any Landlord Work and any increase in the cost of Landlord Work caused by (i) Tenant’s failure to respond to Landlord’s request for information required for the completion of the Base Building Work construction plans and specifications within five (5) business days of Landlord’s request, as required in Section 1 above, (ii) Tenant’s failure to provide its written approval or disapproval of the extent that such delay is actually caused construction plans and specifications (or any revisions thereto) within five (5) business days of Tenant’s receipt thereof, (iii) any Changes requested by any act Tenant in the Tenant Approved Plans or, where there is a duty to act under this Leaseonce approved, the Final Plans (including any cost or delay resulting from proposed changes that are not ultimately made), (iv) any failure to act by Tenant to timely pay any amounts due from Tenant hereunder within the time frames herein, including any additional costs resulting from any Change (it being acknowledged that if Tenant fails to make or Tenant's contractorsotherwise delays making such payments, architectsLandlord may stop work on the Landlord Work rather than incur costs which Tenant is obligated to fund but has not yet funded and any delay from such a work stoppage will be a Tenant Delay), engineers(v) the inclusion in the Landlord Work of any so- called “long lead” materials (such as fabrics, paneling, carpeting or other items that are not readily available within industry standard lead times (e.g., custom made items that require time to procure beyond that customarily required for standard items, or anyone else engaged items that are currently out of stock and will require extra time to back order) and for which suitable substitutes exist), (vi) Tenant’s failure to respond within three (3) business days to reasonable inquiries by Landlord or on behalf of Tenant in connection with Contractor regarding the construction of the Landlord Work, or (vii) any other delay requested or caused by Tenant. Each of the foregoing is referred to herein as a “Tenant Improvement Delay”. If the date of Substantial Completion of the Landlord Work is delayed as set forth in this Article III (includinga result of a Tenant Delay, without limitation, any delays resulting from then Tenant’s obligation to pay rent for the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter providedPremises shall be accelerated by the number of days of such delay. Notwithstanding the foregoing, in no event shall any delays in with respect only to the completion first two (2) instances of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, for which no event shall be deemed a time period is expressly provided for Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure periodperform, no Tenant Delay shall be deemed to have occurred unless and until Landlord has given Tenant written notice that an act or omission on the part of Tenant is about to occur or has occurred which will cause a delay and Tenant has failed to cure such delay within two (2) days after its receipt of such written notice. No cure period shall be required or apply for the purposes third (3rd) or any subsequent Tenant Delay; however, Landlord shall still be required to provide Tenant with notice of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute such Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).EXHIBIT B-1 TENANT APPROVED PLANS EXHIBIT B-2 SCOPE OF WORK

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to Landlord, any and all actual and reasonable costs and expenses incurred by Landlord in connection with any actual delay in the design, permitting commencement or performance completion of any Tenant Improvements and any increase in the cost of Tenant Improvements caused by (i) Tenant’s failure to respond to Landlord’s request for information required for the completion of the Base Building Work construction plans and specifications within five (5) Business Days of Landlord’s request, as required in Paragraph 4(a) above, (ii) Tenant’s failure to provide its written approval or disapproval of the extent construction plans and specifications (or any revisions thereto) within the time periods specified in Paragraph 4(a) above, (iii) Tenant’s failure to provide its approval or disapproval regarding the budget within the time periods specified in Paragraph 4(b) above, (iv) any Changes requested by Tenant in the Final Plans (including any cost or delay resulting from proposed changes that such delay is actually caused by any act orare not ultimately made), where there is a duty to act under this Lease, (v) any failure to act by Tenant to timely pay any amounts due from Tenant hereunder, including any additional costs resulting from any Change (it being acknowledged that if Tenant fails to make or Tenant's contractorsotherwise delays making such payments, architectsLandlord may stop work on the Tenant Improvements rather than incur costs which Tenant is obligated to fund but has not yet funded and any delay from such a work stoppage will be a Tenant Delay), engineers(vi) the inclusion by Tenant in the Tenant Improvements of any so-called “long lead” materials (such as fabrics, paneling, carpeting or other items that are not readily available within industry standard lead times (e.g., custom made items that require time to procure beyond that customarily required for standard items, or anyone else engaged items that are currently out of stock and will require extra time to back order) and for which no suitable substitutes exist) provided Landlord shall use commercially reasonable efforts to notify Tenant (which may be via e-mail to Tenant’s designated construction representative) that the items are long lead items, (vii) Tenant’s failure to respond within three (3) Business Days to reasonable inquiries by Landlord or on behalf of Tenant in connection with Contractor regarding the construction of the Tenant Improvement Work as set forth in this Article III Improvements, or (including, without limitation, vii) any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays other delay in the completion delivery of the Base Building Work Premises actually caused by Tenant’s use . Each of non-union labor constitute the foregoing that actually causes a Tenant Delay hereunder. Notwithstanding delay in the foregoing, no event shall be deemed delivery of the Premises is referred to herein as a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such “Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)”.

Tenant Delays. A "Tenant Delay” shall be defined as any delay a. If Landlord is delayed in the design, permitting or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of Substantially Completing the Tenant Improvement Work Improvements or in delivering the Premises to Tenant as set forth in this Article III a result of any act, neglect, failure or omission of Tenant, its employees or agents (including, without limitation, any delays resulting from contractor or subcontractor employed by Tenant performing work at the Approved Premises), including any of the following, such delay shall be deemed a “Tenant Finishes under Section 3.l(CDelay”: (1) aboveTenant’s failure to meet any of Tenant’s deadlines set forth herein; (2) and disclosed Tenant’s failure to timely approve revised Plans after resubmission by Landlord; (3) Tenant’s delay in submitting or approving any other drawings, plans or specifications; (4) Tenant’s failure, within two (2) business days after request therefor, to provide Landlord with any other information reasonably requested by Landlord for the purpose of completing the Plans or the ordering of materials or the letting of bids for the Tenant as hereinafter provided. Notwithstanding Improvements; (5) any change by Tenant in the foregoingContract Documents, the specifications of Long Lead Items, or in no event shall any delays other plan, specification or finish information furnished by Tenant, after Landlord has commenced the same; (6) delay in the completion of the Base Building Work caused work by any person (other than Landlord or its contractors) performing work for Tenant; (7) work by Tenant’s use , if any, not being completed on schedule which under good construction scheduling practices should be completed before some portion of non-union labor constitute a the Tenant Delay hereunder. Notwithstanding Improvements is undertaken or which otherwise interferes with Landlord undertaking the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant DelayImprovements; (y8) installation of Tenant’s telephone and/or other communications systems; (9) any Change Orders; (10) installation by Tenant of any systems or furniture in the Premises; (11) any act or omission by Tenant which delays the receipt by Landlord of a certificate of occupancy (or its equivalent) for the Premises; (12) direction by Tenant that Landlord hold up proceeding or continuing with a segment of the basis on which Landlord has determined that Tenant Improvements preliminary to a Tenant Delay is occurringpossible Change Order or for any other reason; and (z13) Tenant’s failure to comply with any of the actions which Landlord believes Tenant’s deadlines attached hereto as Schedule C-1. In any such event, such delay or delays shall not postpone or defer the Commencement Date or Tenant’s obligation to pay Rent, but the Commencement Date shall occur on the day when they would otherwise have occurred if such delay or delays had not occurred (despite the fact that Tenant must take will not be entitled to eliminate such possess the Premises until actual delivery by Landlord). In addition, Tenant shall pay to Landlord all additional out-of-pocket costs actually incurred by Landlord resulting from any Tenant Delay, including, without limitation, any costs incurred by Landlord due to delay damages claimed by the Contractor. No event Any such sums shall be paid to Landlord within ten (10) days after demand therefor by Landlord. Any costs payable by Tenant to Landlord hereunder shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify Additional Rent under the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction RepresentativeLease, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); providedand, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period event of time charged any default by Tenant in any payment thereof, Landlord shall (in addition to Tenant pursuant to such Tenant Delay Notice (it being understood all other rights and agreed that if Tenant shall in fact eliminate remedies) have the Tenant Delay within same rights and remedies arising under the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord Lease in the exercise event of its good faith business judgment (it being understood and agreed that a default regarding the foregoing shall not be construed so as to relieve Landlord payment of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)Rent.

Tenant Delays. A The term "Tenant Delay” " shall be defined as any mean, with respect to the completion of the Initial Improvements, delay which is attributable to any: (1) delay in the design, permitting giving of authorizations or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act approvals by Tenant within three (3) days following a written request which is faxed or personally delivered to Tenant's contractorsfacilities manager, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, the approval or selection of alternate like-quality, like-price finishes or components identified by Landlord as being readily available when materials, components, finishes or improvements shown on the Approved Final Plan or Scope of Work attached hereto as Attachment No. 2 are not available in a commercially reasonable time given the anticipated date of substantial completion of the Initial Improvements; (2) delay attributable to the negligent or willfully wrongful acts or failures to act, of Tenant, its agents, or contractors, (3) delay attributable to the interference of Tenant, its agents, or contractors with the completion of Landlord's Work, including delays due to Tenant's failure within three (3) days following a written request which is faxed or personally delivered to Tenant's facilities manager to make any portion of the Premises available for construction of the Initial Improvements, including without limitation, Tenant's failure to remove, equipment, furniture and employees from such area; (4) any extension of time required to complete the Initial Improvements because of changes to the Approved Final Plan or the Initial Improvements requested by Tenant, including any delays resulting from caused by requests for a Tenant Change; (5) delay attributable to Tenant's requirement for materials, components, finishes or improvements identified after the Approved execution of the Lease which are not available in a commercially reasonable time given the anticipated date of substantial completion of the Initial Improvements; (6) there is an Event of Default on the part of Tenant; or (7) any other event which is expressly identified as a Tenant Finishes Delay under Section 3.l(C) abovethis Agreement or in the Lease; provided, however, that the events described in (2) and disclosed to (3) shall only comprise a Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in Delay if the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless Initial Improvements is actually delayed thereby and until Landlord has given provided to Tenant written notice (that such act or omission may delay the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay progress of construction, which notice is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which provided by Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, following the date Landlord is informed that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term negligence, misconduct or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)interference will cause a delay.

Tenant Delays. A "In the event of any Tenant DelayDelays (as that term is hereinafter defined), the Expansion Premises Commencement Date shall be determined based on the date Landlord in good faith determines it would have Substantially Completed the Landlord Improvements without the delays attributable to Tenant Delays. As used herein, the term “Tenant Delays” shall be defined as mean any delay in the design, permitting or performance of Landlord’s obligations under this Exhibit B or this Amendment to construct the Base Building Work to the extent that such delay is actually caused by Landlord Improvements arising from any act or, where there is a duty to act under this Lease, or omission of any failure to act nature by Tenant or Tenant's contractorsits agents, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from changes in or additions to the Approved Tenant Finishes under Section 3.l(Cplans for the Landlord Improvements; delays arising from Tenant’s occupancy of any portion of the Expansion Premises during the Early Occupancy Period; delays due to the failure to give authorizations or approvals required to enable Landlord to proceed with any work within one (1) above) and disclosed business day of request therefore; or delays due to the postponement of any Landlord work at the request of Tenant. Landlord shall have the right to cease all work in the event the number of days attributable to Tenant as hereinafter provided. Notwithstanding Delays exceeds the foregoingaggregate of thirty (30) days, unless Tenant gives unconditional approval to all Landlord Improvements in no event shall any delays in a manner requested by Landlord to allow Landlord to proceed with the completion immediate construction of the Base Building Work caused by Tenant’s use Landlord Improvements. The failure of Tenant to provide such unconditional approval within three (3) business days after written demand therefor from Landlord shall constitute a non-union labor constitute a curable material default by Tenant Delay hereunder. Notwithstanding under the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)Lease.

Tenant Delays. A "Tenant Delay” shall be defined as responsible for any delay in the design, permitting commencement or performance completion of any Tenant Improvements and any increase in the cost of Tenant Improvements caused by (i) Tenant’s failure to respond to Landlord’s request for information required for the completion of the Base Building Work construction plans and specifications within three (3) Business Days of Landlord’s request, as required in Paragraph 4.a. above, (ii) Tenant’s failure to provide its written approval or disapproval of the extent that such delay is actually caused construction plans and specifications (or any revisions thereto) within three (3) Business Days of Tenant’s receipt thereof, (iii) Tenant’s failure to provide its approval or disapproval regarding the budget within the time periods specified in Paragraph 4.b. above, (iv) any Changes requested by any act Tenant in the Tenant Approved Plans or, where there is a duty to act under this Leaseonce approved, the Final Plans (including any cost or delay resulting from proposed changes that are not ultimately made), (v) any failure to act by Tenant to timely pay any amounts due from Tenant hereunder, including any additional costs resulting from any Change (it being acknowledged that if Tenant fails to make or Tenant's contractorsotherwise delays making such payments, architectsLandlord may stop work on the Tenant Improvements rather than incur costs which Tenant is obligated to fund but has not yet funded and any delay from such a work stoppage will be a Tenant Delay), engineers(vi) the inclusion in the Tenant Improvements of any so-called “long lead” materials (such as fabrics, paneling, carpeting or other items that are not readily available within industry standard lead times (e.g., custom made items that require time to procure beyond that customarily required for standard items, or anyone else engaged items that are currently out of stock and will require extra time to back order) and for which suitable substitutes exist), (vii) Tenant’s failure to respond within three (3) Business Days to reasonable inquiries by Landlord or on behalf of Tenant in connection with Contractor regarding the construction of the Tenant Improvement Work as set forth in this Article III Improvements, or (including, without limitation, viii) any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work other delay requested or caused by Tenant’s use . Each of non-union labor constitute the foregoing is referred to herein as a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such “Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)”.

Tenant Delays. A "In the event of any dispute between Landlord and Tenant Delay” with respect to the number of days attributable to any Force Majeure Delays or Tenant Delays, the dispute shall be defined resolved by the Space Architect whose decision shall be conclusive and binding on both Landlord and Tenant. If any Force Majeure Delays (limited as any described above) or Tenant Delays cause a delay in Substantial Completion of Landlord's Work then the designtime for completion of such Landlord's Work shall correspondingly increase by the amount of time reasonably attributable to such Completion Delay, permitting or performance such that Landlord would have such additional time within which to achieve Substantial Completion of Landlord's Work. If Landlord fails to deliver to Tenant actual possession of the Base Leased Premises by June 15, 2001, as extended for Force Majeure Delays and Tenant Delays, then Landlord shall provide Tenant one (1) day's abatement of both Minimum Annual Rental and Annual Rental Adjustment, for each day of delay after June 15, 2001 that Landlord fails to deliver the Leased Premises to Tenant with Substantial Completion of both the Building Improvements and Landlord's Work to having been achieved. The abatement period shall begin as of the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any delayed Commencement Date. Such abatement shall be Tenant's only remedy for Landlord's failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with deliver the construction of the Tenant Improvement Work Leased Premises as set forth in this Article III above, and Tenant shall not be entitled to damages (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(Cconsequential or otherwise) above) and disclosed to Tenant as hereinafter provideda result thereof. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such request each Tenant Delay. No event shall be deemed change order in writing and note therein whether the change order is to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand priced prior to Tenant's Construction Representativeformal request for the change order, with copies or whether the change order is a formal request for a change order to follow to occur regardless of the price associated therewith. Upon submission of a change order, Landlord shall notify Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) business days thereafter); providedof Landlord's receipt thereof, howeverof the time period in which the change order can be completed, and whether or not Landlord reasonably believes such change order results in any delays or any savings of time to the Substantial Completion of Landlord's Work. To the extent that if a change order would increase the cost of the Landlord's Work above the Allowance, then Tenant shall fail pay for such work at the time of and as a condition to eliminate the delay approval of the change order. Landlord must notify Tenant within five (5) business days of the aforesaid 48-hour period, then date Landlord reasonably learns of the 48-hour cure beginning of any Tenant Delay period shall be included in and must give Tenant a reasonable estimate of the period of time charged the delay. If Landlord falls to give Tenant pursuant such notice, with respect to such any Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate Delay, the Tenant Delay within the 48-hour cure period, no applicable Tenant Delay shall be deemed deemed, for all purposes under this Lease, not to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)occurred.

Tenant Delays. A If the Anticipated Commencement Date occurs, but Landlord is unable to deliver the Premises to Tenant in accordance with and in the condition required by this Work Letter and the Lease due to any act, emission, delay or default by Tenant, including any delays by Tenant in the submission of plans, drawings, specifications or other information or in approving any drawings or estimates or in giving any authorization or .approval ("Tenant Delay” shall be defined as any delay in the design"), permitting or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event then Landlord shall be deemed a to have substantially completed the Premises on the date the Premises would have been substantially completed but for such Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay NoticeCompletion Date") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representativeobligation under this Lease, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); providedincluding without limitation, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or shall nonetheless commence on the date of substantial completion which is thirty (30) days after the Tenant Delay Completion Date (which shall in such case be the Commencement Date). EXHIBIT E ACKNOWLEDGMENT, ACCEPTANCE AND AMENDMENT Tenant hereby acknowledges that the Premises demised pursuant to the Lease to which this Exhibit G is attached (the "Lease"), and all tenant finish items to be completed by the Landlord, or Landlord's Contractors have been satisfactorily completed in every respect, except for the punchlist items set forth below, and Tenant hereby accepts said Premises as substantially complete and ready for the uses intended as set forth in the Lease. Landlord shall complete the punchlist items, if any, as soon as is reasonably possible. Possession of the Base Building WorkPremises is hereby delivered to Tonan4 and any damages to walls, as applicableceilings, floors or existing work, except for any damages caused by Landlord or Landlord's contractors in completing any punchlist items, shall be deemed to have occurred the sole responsibility of Tenant. Tenant and Landlord hereby further acknowledge and agree as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).follows:

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to Landlord, any and all costs and expenses incurred by Landlord in connection with any delay in the designcommencement or completion of any Tenant Improvements and any increase in the cost of Tenant Improvements caused by (i) Tenant's failure to submit or resubmit plans or construction documents by the dates or within the time periods set forth in Paragraph 4.b. above or to have approved Plans completed by the Final Plan Date (as extended by any delay by Landlord in responding to plans within the periods set forth above), permitting (ii) any Changes requested by Tenant in the Tenant Improvements shown on the Plans (including any cost or performance delay resulting from proposed Changes that are not ultimately made) or Xxxxxx's disapproval of any aspect of the Base Building Work Working Drawings except to the extent that such delay is actually caused by any act oraspect does not properly reflect the Final Space Plans, where there is a duty to act under this Lease, (iii) any failure to act by Tenant to timely pay any amounts due from Tenant hereunder, including any additional costs resulting from any Change (it being acknowledged that if Tenant fails to make or Tenant's contractorsotherwise delays making such payments, architectsLandlord may stop work on the Tenant Improvements and any delay from such a work stoppage will be a Tenant Delay), engineers(iv) the inclusion in the Tenant Improvements of any so-called "long lead" materials (such as fabrics, panelings, carpeting or anyone else engaged other items that must be imported or are of unusual character or limited availability), (v) any delay by or on behalf of Tenant in connection with responding to inquiries regarding the construction of the Tenant Improvement Work as set forth Improvements or in this Article III granting Tenant's approval of materials or finishes for the Tenant Improvements, or (including, without limitation, vi) any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work other delay requested or caused by Tenant’s use . Each of non-union labor constitute the foregoing is referred to herein as a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay NoticeDelay.") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).

Tenant Delays. A "Tenant Delay” There shall be defined no extension of the scheduled Commencement Date or Expiration Date of the term of the Lease (as otherwise permissibly extended in accordance with the provisions of Section 6 above) if the Work has not been Substantially Completed by the scheduled Commencement Date due to any delay in attributable to Tenant and/or Tenant’s Representatives (collectively, “Tenant Delays”), including, but not limited to, any of the designfollowing described events or occurrences: (a) delays related to changes made or requested by Tenant to the Work and/or the Final Drawings; (b) the failure of Tenant to furnish all or any plans, permitting drawings, specifications, finish details or other information required under Sections 3 and 4 above; (c) the failure of Tenant to comply with the requirements of Xxxxxxx 00 xxxxx; (x) Tenant’s requirements for special work or materials, finishes, or installations other than the Building Standards or Tenant’s requirements for special construction or phasing; (e) any changes required by the fire department, building or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements if such changes are directly attributable to Tenant’s use or Tenant’s specialized tenant improvements; (f) the performance of any additional work pursuant to a Change Request (defined below in Section 11) which is requested by Tenant; (g) the Base Building Work to performance of work in or about the extent that such delay is actually caused Premises by any act orperson, where there is a duty to act under this Lease, any failure to act by Tenant firm or Tenant's contractors, architects, engineers, or anyone else engaged corporation employed by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (Tenant, including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed failure to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall complete or any delays delay in the completion of the Base Building Work such work; or (h) any and all delays caused by or arising from acts or omissions of Tenant and/or Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoingRepresentatives, no event shall be deemed a Tenant Delay unless in any manner whatsoever, including, but not limited to, any and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as all revisions to the likely length of such Tenant Delay; (y) of Final Drawings, unless required to address an error made by Landlord or Landlord’s contractor. Any delays in the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt construction of the Tenant Delay Notice (Improvements due to any of the events described above, shall in no way extend or affect the date on which Tenant is required to commence paying Rent under the terms of the Lease. It is the intention of the parties that all of such delays will be considered Tenant Delays for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if which Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant wholly and completely responsible for any and all consequences related to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure perioddelays, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In additionincluding, without limitation, any delay costs and expenses attributable to the extent caused by (i) Landlord Delay increases in labor or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)materials.

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to Landlord, any and all costs and expenses incurred by Landlord in connection with any delay in the designcommencement or completion of any Tenant Improvements and any increase in the cost of Tenant Improvements caused by (i) Tenant’s failure to submit information to the Architect or approve Working Drawings, permitting the Premises Contract, the Final Cost Estimate, or performance cost estimates for Changes within the time periods required herein or to provide any other response or information within the time periods required herein, (ii) any delays (other than a Force Majeure) in obtaining any items or materials constituting part of the Base Tenant Improvements requested by Tenant that are not Building Work Standard, including, but not limited to, the Special Tenant Improvements, (iii) any Changes which in the aggregate reasonably cause Substantial Completion to occur after the extent that such delay is actually caused by any act orScheduled Commencement Date, where there is a duty to act under this Lease, any (iv) Tenant’s failure to act make any payment within the time period specified herein, (v) any delays caused by Tenant or Tenant's contractors, architects, engineers’s contractors accessing the Premises prior to Substantial Completion pursuant to installation of Tenant’s Work and other items described in Section 8.3 of this Workletter, or anyone else engaged (vi) any other delay requested or caused solely by or on behalf of Tenant in connection with (collectively “Tenant Delay”). Notwithstanding anything to the construction of the Tenant Improvement Work as set forth contrary in this Article III (includingSection 9.4, without limitationTenant’s failure to submit information to the Architect or approve Working Drawings, the Premises Contract, or the Final Cost Estimate within the time periods required in Sections 5.2 or 7.1 of this Workletter or to provide any delays resulting from other response or information within the Approved time periods required in Sections 5.2 or 7.1 of this Workletter shall not constitute a default under the Lease and shall not result in Tenant Finishes under Section 3.l(C) above) being responsible for costs and disclosed expenses incurred by Landlord with respect to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any related delays in the commencement or completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter)Improvements; provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period Scheduled Commencement Date shall be included in the period extended by one (1) day for each such day of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).

Tenant Delays. A If the conditions for establishing the Occupancy Date or any other Condition are delayed due to a delay in constructing Land Improvements or Base Building Improvements as a result of any of the following (collectively, "Tenant Delay” Delays"), and such delay could not have been mitigated by Landlord using commercially reasonable measures (provided that Landlord shall have no obligation to mitigate delays caused by Tenant's failure to meet a specific deadline set forth herein or in the construction schedule), then the Initial Window Date for each Condition which has not been satisfied shall be defined as extended by the length of such delay, and the Rent Commencement Date shall be adjusted to reflect what the Rent Commencement Date would have been if there had been no Tenant Delays: (a) Tenant's failure to submit any delay in component of Tenant's Plans or any other items to be delivered under this Work Letter, on or before the design, permitting dates or performance of time periods called for; (b) any Tenant Modifications which require changes to the Base Building Work Improvements or Land Improvements; (c) Tenant's or Tenant's Contractor's, subcontractors' or suppliers' failure to comply with Landlord's contractor's schedule or rules of the extent that such delay is actually site; (d) Tenant's changes to Tenant's Plans after Landlord's approval thereof or other delays in Tenant's construction of the Tenant Improvements (other than delays caused by any act or, where there is a duty to act under this Lease, any failure to act Force Majeure Events); or (e) interference by Tenant or Tenant's contractorsContractor, architects, engineers, subcontractors or anyone else engaged by or on behalf of Tenant in connection suppliers with the construction of the Base Building Improvements or Land Improvements by denying full access to the Buildings, causing labor disputes or otherwise failing to comply with Paragraph 6 hereof. Landlord shall give Tenant Improvement Work as set forth at least three (3) days prior notice if Landlord becomes aware that Tenant is in this Article III danger of causing a Tenant Delay, and if Tenant takes appropriate measures to prevent such delay within such three (3) day period, no adjustment to any Initial Window Date or Rent Commencement Date shall be made; provided, however, that if such delay was not reasonably foreseeable by Landlord, the three (3) day period for prior notice and opportunity to mitigate provided above shall be changed to twenty-four (24) hours after Landlord becomes aware of such delay or potential delay; and provided further, that no such notice shall be required in order for such adjustment to be made if such delay results from Tenant's failure to perform any obligation within a specific date or time period (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, delay in no event shall any delays in the completion delivery of the Base Building Work caused by Tenant’s use of 's space plan or Working Drawings or non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth compliance with Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenantcontractor's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delaysschedule).

Tenant Delays. A "Landlord and Tenant Delay” shall acknowledge that the date on which Tenant’s obligation to pay Rent under the Lease would otherwise commence may be defined as any delayed because of a delay in the design, permitting or performance completion of construction of the Base Building Work Landlord Interior Improvements due to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any (i) Tenant’s failure to approve plans and specifications for the Landlord Interior Improvements by the due date set in the Performance Schedule, (ii) Tenant’s failure to give any necessary approval or consent by the dates set forth herein (unless Tenant has reasonable ground for withholding such consent or approval and has conveyed the same in writing to Landlord), (iii) any act by Tenant which interferes with or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the delays construction of the Tenant Improvement Work as set forth in this Article III Landlord Interior Improvements, including Tenant’s entry to install trade fixtures pursuant to Lease Paragraph 2.C (includingEarly Entry), without limitation(iv) any changes, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays modifications and/or additions in the completion Cold Shell Improvements and/or Landlord Interior Improvements requested by Tenant and approved by Landlord, or (v) special materials or equipment ordered or specified by Tenant that cannot be obtained by Landlord at normal cost within a reasonable period of the Base Building Work caused by Tenant’s use time because of non-union labor constitute a Tenant Delay hereunderlimited availability. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice With respect to clause (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (yv) of the basis on which preceding sentence, as a condition to asserting any delay by Tenant thereunder, Landlord has determined must inform Tenant as soon as possible that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be special materials or equipment are included in the period Landlord Interior Improvements and the expected delay associated therewith. It is the intent of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed the parties hereto that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the Tenant’s obligation to pay Annual Fixed Rent under the Lease not be delayed by any of such causes or Additional Rent. The Delivery Dates and/or by any other act of Tenant and, in the date of substantial completion of event it is so delayed, Tenant’s obligation to pay Rent under the Base Building Work, as applicable, Lease shall be deemed to have occurred commence as of the date when such Delivery Dates and/or date it would otherwise have commenced absent delay caused by Tenant, provided that within a reasonable period of substantial completion time after learning of the Base Building Workoccurrence of the cause of any such delay, as applicable, would have occurred but for any Landlord notifies Tenant Delays, as determined by Landlord in the exercise writing of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have such delay has occurred prior to actual completion as and the result known or anticipated extent of Tenant Delays)any such delay.

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to Landlord, any and all costs and expenses (including lost rent) incurred by Landlord in connection with the following, or by reason of any delay in the design, permitting commencement or performance completion of the Base Building Work to the extent that such delay is actually Tenant Improvements caused by the following: (i) the failure of Tenant to approve any act orAdditional Plans or to submit to Landlord any information required in connection therewith by the dates or within the time periods set forth in Paragraph 4.a. above; (ii) any delay by Tenant in promptly responding to inquiries from Landlord or its authorized agents or employees regarding the construction of the Tenant Improvements or in granting Tenant’s prompt approval of Additional Plans or materials or finishes for the Tenant Improvements, where there is a duty to act under this Lease, (iii) any Changes requested by Tenant (including any costs or delays resulting from proposed Changes that are not ultimately made); (iv) any failure to act by Tenant to timely pay any amounts due from Tenant hereunder (it being acknowledged that if Tenant fails to make or Tenant's contractorsotherwise delays making such payments, architectsLandlord may stop work on the Tenant Improvements rather than incur costs which Tenant is obligated to fund but has not yet done so and any delay from such a work stoppage will be a Tenant Delay); (v) the inclusion in the Tenant Improvements of any so-called “long-lead” materials (such as fabrics, engineerspaneling, tiling, carpeting, light fixtures, HVAC equipment or anyone else engaged other items that must be imported or are of unusual character or limited availability); (vi) any interference by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III Improvements; or (including, without limitation, vii) any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work other delay requested or caused by Tenant’s use . Each of non-union labor constitute the foregoing is referred to herein and in the Lease as a “Tenant Delay.” Landlord shall endeavor in good faith to notify Tenant of any Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until as soon as practicable after Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) actual knowledge of the basis on which Landlord has determined that a Tenant Delay is occurring; Delay, and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt estimated impact of the Tenant Delay Notice (which for upon the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay commencement or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of Tenant Improvements or the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)cost thereof.

Tenant Delays. A If the conditions for establishing the Occupancy Date or any other Condition are delayed due to a delay in constructing Land Improvements or Base Building Improvements as a result of any of the following (collectively, "Tenant Delay” Delays"), and such delay could not have been mitigated by Landlord using commercially reasonable measures (provided that Landlord shall have no obligation to mitigate delays caused by Tenant's failure to meet a specific deadline set forth herein or in the construction schedule), then the Initial Window Date for each Condition which has not been satisfied shall be defined as extended by the length of such delay, and the Rent Commencement Date shall be adjusted to reflect what the Rent Commencement Date would have been if there had been no Tenant Delays: (a) Tenant's failure to submit any component of Tenant's Plans or any other items to be delivered under this Work Letter, on or before the dates or time periods called for, unless such delay results directly from Landlord's delay in the design, permitting or performance of providing Landlord's Core Drawings; (b) any Tenant Modifications which require changes to the Base Building Work Improvements or Land Improvements; (c) Tenant's or Tenant's Contractor's, subcontractors' or suppliers' failure to comply with Landlord's contractor's schedule or rules of the extent that such delay is actually site; (d) Tenant's changes to Tenant's Plans after Landlord's approval thereof or other delays in Tenant's construction of the Tenant Improvements (other than delays caused by any act or, where there is a duty to act under this Lease, any failure to act Force Majeure Events); or (e) interference by Tenant or Tenant's contractorsContractor, architects, engineers, subcontractors or anyone else engaged by or on behalf of Tenant in connection suppliers with the construction of the Base Building Improvements or Land Improvements by denying full access to the Buildings, causing labor disputes or otherwise failing to comply with Paragraph 6 hereof. Landlord shall give Tenant Improvement Work as set forth at least three (3) days prior notice if Landlord becomes aware that Tenant is in this Article III danger of causing a Tenant Delay, and if Tenant takes appropriate measures to prevent such delay within such three (3) day period, no adjustment to any Initial Window Date or Rent Commencement Date shall be made; provided, however, that if such delay was not reasonably foreseeable by Landlord, the three (3) day period for prior notice and opportunity to mitigate provided above shall be changed to twenty-four (24) hours after Landlord becomes aware of such delay or potential delay; and provided further, that no such notice shall be required in order for such adjustment to be made if such delay results from Tenant's failure to perform any obligation within a specific date or time period (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, delay in no event shall any delays in the completion delivery of the Base Building Work caused by Tenant’s use of 's space plan or Working Drawings or non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth compliance with Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenantcontractor's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delaysschedule).

Tenant Delays. A "In the event of any dispute between Landlord and Tenant Delay” with respect to the number of days attributable to any Force Majeure Delays or Tenant Delays, the dispute shall be defined resolved by the Space Architect whose decision shall be conclusive and binding on both Landlord and Tenant. If any Force Majeure Delays (limited as any described above) or Tenant Delays cause a delay in Substantial Completion of Landlord's Work then the designtime for completion of such Landlord's Work shall correspondingly increase by the amount of time reasonably attributable to such Completion Delay, permitting or performance such that Landlord would have such additional time within which to achieve Substantial Completion of Landlord's Work. If Landlord fails to deliver to Tenant actual possession of the Base Leased Premises, having achieved Substantial Completion of both the Building Improvements and Landlord's Work, by July 24, 2000, as extended for Force Majeure Delays and Tenant Delays, then Landlord shall provide Tenant one (1) day's abatement of both Minimum Annual Rental and Annual Rental Adjustment, for each day after July 24, 2000 that Landlord fails to deliver the Leased Premises to Tenant with Substantial Completion of both the Building Improvements and Landlord's Work to having been achieved. The abatement period shall begin as of the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any delayed Commencement Date. Such abatement shall be Tenant's only remedy for Landlord's failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with deliver the construction of the Tenant Improvement Work Leased Premises as set forth in this Article III above, and Tenant shall not be entitled to damages (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(Cconsequential or otherwise) above) and disclosed to Tenant as hereinafter provideda result thereof. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such request each Tenant Delay. No event shall be deemed change order in writing and note therein whether the change order is to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand priced prior to Tenant's Construction Representativeformal request for the change order, with copies or whether the change order is a formal request for a change order to follow to Tenant at occur regardless of the notice address set forth in Section 1.2 price associated therewith. Upon submission of this Lease a change order, Landlord shall notify Tenant, within five (5) business days thereafter); providedof Landlord's receipt thereof, howeverof the time period in which the change order can be completed, and whether or not Landlord reasonably believes such change order results in any delays or any savings of time to the Substantial Completion of Landlord's Work. To the extent that if a change order would increase the cost of the Landlord's Work above the Allowance, then Tenant shall fail pay for such work at the time of and as a condition to eliminate the delay approval of the change order. Landlord must notify Tenant within five (5) business days of the aforesaid 48-hour period, then date Landlord reasonably learns of the 48-hour cure beginning of any Tenant Delay period shall be included in and must give Tenant a reasonable estimate of the period of time charged the delay. If Landlord fails to give Tenant pursuant such notice, with respect to such any Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate Delay, the Tenant Delay within the 48-hour cure period, no applicable Tenant Delay shall be deemed deemed, for all purposes under this Lease, not to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)occurred.

Tenant Delays. A "Except to the extent resulting from a Landlord Delay (as defined below) “Tenant Delay” shall be defined as any actual delay in the design, permitting or performance completion of the Base Building Tenant Improvements or Landlord’s Work caused by the following: (i) the failure of Tenant to submit to Landlord the Space Plans by the Space Plan Deadline, the Working Drawings by the Final Plan Deadline, or revisions to the Space Plans or the Working Drawings by the dates or within the time periods set forth above, (ii) any changes in the Space Plan or Working Drawings after submission thereof to Landlord (except changes to respond to Landlord’s comments) and any Changes to the Final Plans (whether or not such change or Change is a result of Tenant’s disapproval of the budget and including any cost or delay resulting from proposed changes or Changes that are not ultimately made, but excluding Changes which result from unknown field conditions which could not reasonably have been anticipated by Tenant’s Architect), (iii) any failure by Tenant to timely pay any amounts due from Tenant hereunder (it being acknowledged that if Tenant fails to make or otherwise delays making such payments, Landlord may stop work on the Tenant Improvements rather than incur costs which Tenant is obligated to fund but has not yet done so and any delay from such a work stoppage will be a Tenant Delay), (iv) any failure of Tenant to submit any item or to approve or disapprove any matter within the time frame or by the deadline provided in the Work Letter, (v) any material changes to the Space Plans after submittal thereof which delay the completion of plans by the Design-Build Subcontractors, (vi) delay by Tenant in promptly responding to inquiries regarding the construction of the Tenant Improvements or Landlord’s Work or in granting Tenant’s prompt approval or disapproval of materials or finishes for the Tenant Improvements or Landlord’s Work, (vii) the inclusion in the Tenant Improvements of any so-called “long-lead” materials (such as fabrics, panelling, tiling or carpeting, or other items that must be imported, must be specially fabricated, or are of unusual character or limited availability) to the extent that there exists a reasonable substitute for such delay is actually caused material which would not be considered a long-lead material or would have a shorter lead time , as reasonably determined by Landlord’s Contractor, (viii) any act or, where there is a duty to act under this Lease, any failure to act interference by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection ’s vendors with the construction of the Tenant Improvement Improvements or Landlord’s Work as set forth resulting in a delay beyond the reasonable integration schedule developed under Section 13 of this Article III Work Letter, (includingix) any delay in the issuance of permits due to the submittal of drawings (other than drawings prepared by Design-Build Subcontractors) which do not comply with applicable codes, without limitationto the extent the code requirement could have reasonably been anticipated by Tenant’s Architect, any delays resulting (x) Tenant’s failure to provide, by the dates specified herein, the information required for the Design-Build Subcontractors to commence and complete their designs, (xi) the failure Tenant’s Architect failure to cooperate with the Design-Build Subcontractors or to respond to inquiries from the Approved Tenant Finishes under Section 3.l(CDesign-Build Subcontractors as and within the periods required herein, or (xii) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work other delay requested or caused by Tenant, Tenant’s use Representative or Tenant’s Architect. Each of nonthe foregoing is referred to herein and in the Lease as a “Tenant Delay”. Landlord’s Contractor will give Tenant notice of “long-union labor constitute a lead items” as soon as reasonably practicable after being advised of the delay by the suppliers involved, or otherwise becoming aware of the delay. Landlord’s Contractor will suggest alternative products to alleviate the delay, if feasible. The inclusion of “long lead” items in the Tenant Delay hereunder. Notwithstanding the foregoing, no event Improvements shall be deemed a Tenant Delay unless and until Landlord has given only if (A) Tenant fails to designate a reasonable substitute for such item within two (2) days after receipt of written notice from Landlord’s Contractor that such item is a “long lead” item, or (B) Landlord and Tenant do not agree that the "Tenant Delay Notice") advising Tenant: Improvements will be Substantially Complete notwithstanding the non-completion of long-lead items and related work (x) Landlord’s Contractor and Tenant agree that in such instances, if reasonably appropriate, a short term alternative product will be installed prior to Substantial Completion and will be replaced with the long lead item at a later date). In determining whether reasonable substitutes exist for long-lead items, Landlord’s Contractor shall consider the function of the material and shall not be required to consider the unique aspects of the material or the particular aesthetic of the material (i.e. a more common material can be a reasonable substitute for an item of limited availability). Notwithstanding the foregoing, matters otherwise designated hereunder as Tenant Delay is occurring and setting forth Delays which first occur following Landlord's good faith estimate as ’s Contractor’s establishment of the Estimated Completion Date shall be Tenant Delays only to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt extent Substantial Completion of the Tenant Delay Notice (which for Improvements is delayed beyond the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (Estimated Completion Date as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the a result of Tenant Delays)thereof.

Tenant Delays. A For purposes of this Work Letter, "Tenant Delay” shall be defined as Delays" means any ------------- delay in the design, permitting or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Tenant Improvements resulting from any or all of the following: (a) Tenant's failure to timely perform any of its obligations pursuant to this Work caused Letter, including any failure to complete, on or before the due date therefor, any action item which is Tenant's responsibility pursuant to the Work Schedule delivered by Landlord to Tenant pursuant to this Work Letter provided Landlord notifies Tenant in writing within a reasonable time that Tenant’s use 's failure to act will delay the completion of non-union labor the Tenant Improvements and provided that such delay is due to reasons other than a Landlord delay; (b) Tenant's changes to Space Plans or Final Plans after Landlord's approval thereof; (c) in the delivery, installation or completion of Tenant's requested materials, finishes, or installations, provided, however, Landlord will request in the bid instructions that the Contractor notify Landlord of any long lead items and if Landlord is made aware of any such items, Landlord will notify Tenant of same and in such event, Tenant shall have five (5) business days to request another material, finish or installation to the extent such new request will reduce the delay (it being agreed that any such substitution made within such five (5) business day period shall not constitute a Tenant Delay hereunder. Notwithstanding if the foregoing, no event shall be deemed substituted item does not cause a delay and Landlord will reasonably inform the Tenant Delay unless and until Landlord has given of the applicable delivery times for any such substituted item in order for Tenant written notice (to have the "Tenant Delay Notice") advising Tenant: (x) option of substituting such items that may cause a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delaydelay); (yd) any delay of Tenant in making payment to Landlord for Tenant's share of the basis on which Landlord has determined that a Tenant Delay is occurringWork Cost; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (iie) subject any other act, delay or failure to the limitations of subsection (D) belowact caused directly or indirectly by Tenant, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement employees, agents, architects, contractors, independent contractors, consultants and/or any other person performing or required to perform services on behalf of the Term Tenant, including without limitation, delay, action or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Workinaction by Space Planner, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed acknowledged by Tenant that Tenant has selected such party to provide services pursuant to this Work Letter. These items will only amount to Tenant Delays if such events actually delay the foregoing shall not be construed so as Commencement Date of this Lease. Landlord agrees to relieve Landlord of its obligation use reasonable efforts to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result notify Tenant of Tenant Delays).

Tenant Delays. A "Tenant Delay” " shall be defined as any delay in the design, permitting or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C3.1(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s 's use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).

Tenant Delays. A "For purposes of this Work Letter Agreement, “Tenant DelayDelays” shall be defined as mean any delay in the design, permitting or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant Improvements resulting from any or all of the following: (a) Tenant’s use failure to timely perform any of non-union labor constitute a Tenant Delay hereunder. Notwithstanding its obligations pursuant to this Work Letter Agreement, including any failure to complete, on or before the foregoingdue date therefor, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising any action item which is Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as ’s responsibility pursuant to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be Work Schedule or any schedule delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged Landlord to Tenant pursuant to such this Work Letter Agreement; (b) Tenant’s changes to the Final Plans; (c) any delay of Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate making payment to Landlord for Tenant’s share of any costs in excess of the cost of the Tenant Delay Improvements as described in the Work Cost Statement; (d) any other act or failure to act by Tenant, Tenant’s employees, agents, architects, independent contractors, consultants and/or any other person performing or required to perform services on behalf of Tenant; (e) Tenant’s failure to furnish information or to respond to any request by Landlord for any approval or information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of such request; (f) Tenant’s insistence on materials, finishes or installations other than Landlord’s Building Standard after having first been informed by Landlord in writing at or before the 48-hour cure periodtime of delivery to Tenant of final construction pricing EXHIBIT “D” for Tenant’s approval that such materials, no finishes or installations will cause a Delay; (g) any request by Tenant Delay shall be deemed to have occurred for that Landlord delay the purposes completion of this Article III). In addition, any delay to of Landlord’s Work; (h) any breach or default by Tenant in the extent caused by performance of Tenant’s obligations under the Lease; (i) Landlord Delay any delay resulting from Tenant’s having taken possession of the Premises prior to its being substantially completed, as defined above; or (iij) subject to the limitations any reasonably necessary displacement of subsection (D) below, Tenant's Force Majeure (as defined any of Landlord’s Work from its place in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement Landlord’s construction schedule resulting from any of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but causes for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)Delay.

Tenant Delays. A "“Tenant Delay” shall be defined as mean any delay in the design, permitting or performance Substantial Completion of the Base Building Work to as a result of any of the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any following: (i) Tenant’s failure to act by Tenant complete or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of approve the Tenant Improvement Work Plans by the dates set forth in Section 5.B, (ii) Tenant’s failure to approve the bids for construction by the dates set forth in Section 5.C, (iii) changes to the plans requested by Tenant which delay the progress of the work, (iv) Tenant’s request for materials components, or finishes which are not available in a commercially reasonable time given the anticipated Commencement Date, (v) Tenant’s failure to make a progress payment for Tenant Improvements as provided in Section 5.F after notice from Landlord and expiration of the applicable cure period, (vi) Tenant’s request for more than one (1) rebidding of the cost of all or a portion of the work, and (vii) any errors or omissions in the Tenant Improvement Plans provided by Tenant’s architect unless caused by misinformation provided by Landlord, Landlord’s Architect or the General Contractor. Notwithstanding anything to the contrary set forth in this Article III (includingLease, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion regardless of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding actual date the foregoingPremises are Substantially Complete, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event Commencement Date shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing date the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that Commencement Date would have occurred if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have had occurred for the purposes of this Article III)as reasonable determined by Landlord. In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no if a Tenant Delay shall delay commencement results in an increase in the cost of the Term labor or materials, Tenant shall pay the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date cost of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)increases.

Tenant Delays. A "For purposes of this Work Letter, “Tenant DelayDelays” shall be defined as mean any delay in the design, permitting or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Tenant Improvements resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Work Letter, including any failure to complete, on or before the due date therefor, any action item which is Tenant’s responsibility pursuant to the Work Schedule or any schedule delivered by Landlord to Tenant pursuant to this Work Letter to the extent such failure is not caused by any Force Majeure delays encountered by Tenant with respect thereto; (b) Tenant’s use changes to the Tenant Improvements; (c) Tenant’s request for materials, finishes, or installations which are not readily available or which are incompatible with the Standards; (d) any delay of nonTenant in making payment to Landlord for Tenant’s share of any costs in excess 4841-union labor constitute a 8439-3092.v2 of the cost of the initially-described Tenant Improvements; or (e) any other act or failure to act by Tenant, Tenant’s employees, agents, architects, independent contractors, consultants and/or any other person performing or required to perform services on behalf of Tenant. In the event of any Tenant Delay hereunder. Notwithstanding claimed by Landlord, Landlord shall, within seven (7) business days following Landlord first obtaining actual knowledge that the foregoingoccurrence of an event is reasonably likely to cause the claimed Tenant Delay, no event shall be deemed a notify in writing Tenant Delay unless of the claimed Tenant Delay, the impact on the Landlord’s performance of its obligations under this Work Letter, to the extent then known, and until Landlord has given Tenant written notice to what it is attributable (the "Tenant “Delay Notice") advising ”). If a Delay Notice is not given within such 7-business day period to Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to , the likely length extent of such Tenant Delay; (y) Delay shall be reduced by the period of the basis on which Landlord has determined that a time of such Tenant Delay is occurring; and (z) as to which Tenant can reasonably establish could have been avoided had a Delay Notice thereof been given to Tenant by Landlord within such 7-business day period. Landlord shall use commercially reasonable efforts to mitigate the actions which Landlord believes that Tenant must take to eliminate such effects of any claimed Tenant Delay. No event , and shall be deemed to be a Tenant Delay unless provide reasonable information and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow alternatives to Tenant at the notice address set forth to assist in Section 1.2 of this Lease within five (5) days thereafter)such mitigation efforts; provided, however, that if Landlord shall not be required to incur any material cost or incur any material liability in seeking to mitigate any Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Delay. No Tenant Delay shall be deemed to have occurred for with respect to any contended delay by Landlord if Tenant cures the purposes of this Article III). In addition, any delay to event which would otherwise constitute such Tenant Delay within one (1) business day after receipt the extent caused by (i) applicable Delay Notice from Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute specifying such contended Tenant Delay. Tenant covenants that no The existence of a Tenant Delay shall delay commencement be used only for the determination of any acceleration of the Term or the obligation Commencement Date, and except as otherwise expressly provided in this Work Letter, Tenant shall not incur any other liability to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion Landlord by virtue of the Base Building Work, as applicable, shall be deemed to have occurred as mere existence of the date when any such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).Delay

Tenant Delays. A "Tenant Delay” There shall be defined no extension of the scheduled Commencement Date or Expiration Date of the term of the Lease (as otherwise permissibly extended in accordance with the provisions of Section 6 above) if the Work has not been Substantially Completed by the scheduled Commencement Date due to any delay in attributable to Tenant and/or Tenant’s Representatives or Tenant’s intended use of the designPremises (collectively, permitting “Tenant Delays”), including, but not limited to, any of the following described events or occurrences: (a) delays related to changes made or requested by Tenant to the Work and/or the Final Drawings; (b) the failure of Tenant to furnish all or any plans, drawings, specifications, finish details or other information required under Sections 3 and 4 above; (c) the failure of Tenant to comply with the requirements of Xxxxxxx 00 xxxxx; (x) Tenant’s requirements for special work or materials, finishes, or installations other than the Building Standards or Tenant’s requirements for special construction or phasing; (e) any changes required by the fire department, building or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements if such changes are directly attributable to Tenant’s use or Tenant’s specialized tenant improvements; (f) the performance of any additional work pursuant to a Change Request (defined below in Section 11) which is requested by Tenant; (g) the Base Building Work to performance of work in or about the extent that such delay is actually caused Premises by any act orperson, where there is a duty to act under this Lease, any failure to act by Tenant firm or Tenant's contractors, architects, engineers, or anyone else engaged corporation employed by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (Tenant, including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed failure to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall complete or any delays delay in the completion of the Base Building Work such work; or (h) any and all delays caused by or arising from acts or omissions of Tenant and/or Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoingRepresentatives, no event shall be deemed a Tenant Delay unless in any manner whatsoever, including, but not limited to, any and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as all revisions to the likely length of such Tenant Delay; (y) of Final Drawings. Any delays in the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt construction of the Tenant Delay Notice (Improvements due to any of the events described above, shall in no way extend or affect the date on which Tenant is required to commence paying Rent under the terms of the Lease. It is the intention of the parties that all of such delays will be considered Tenant Delays for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if which Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant wholly and completely responsible for any and all consequences related to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure perioddelays, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In additionincluding, without limitation, any delay costs and expenses attributable to the extent caused by (i) Landlord Delay increases in labor or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)materials.

Tenant Delays. A (a) There shall be a "Tenant Delay” " if Landlord shall be defined actually delayed, at any time after Commencement of Construction of the Building, in commencing or completing the Initial Base Building Work, or in commencing or completing any item(s) of the Post Delivery Base Building Work, or in obtaining the construction loan referred to in Section 16.l(c)(iv)(A), as a result of any of the following acts or omissions: (1) Tenant's failure to approve or accept (or to disapprove with comments) or its delay in approving or accepting (or disapproving with comments) the designBase Building CD's (or any versions thereof), permitting or performance any aspect of the Base Building Work which Landlord requests Tenant to the extent that such delay is actually caused by any act orapprove on an expedited basis, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant all in connection accordance with the construction of the Tenant Improvement Work as applicable time limitations set forth in this Article III 16 (includingto the extent the same are specifically set forth herein, without limitation, or with reasonable promptness if such time periods are not specifically set forth herein); (2) any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed additional time required to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of complete the Base Building Work caused by Tenant’s use Change Orders (but not caused by Base Building Enhancements, unless the scope of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (Base Building Enhancement in question is not consistent with the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length scope of such Base Building Enhancement as shown on Exhibit N), or caused by the failure of Tenant Delaytimely to respond to any Landlord requests for substitutions pursuant to Section 16.6; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z3) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt failure of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies Representative to follow to Tenant at the notice address set forth in Section 1.2 of this Lease respond within five (5) days thereafter); providedBusiness Days with respect to all issues which could not be addressed due to Tenant's failure to attend the coordination meetings contemplated in Section 16.12, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included as such issues are set forth in the period of time charged notice delivered to Tenant pursuant to such Section 16.12; (4) the performance of work by a contractor, vendor or employee of Tenant Delay Notice which delays completion on of the Base Building Work; (it being 5) any violation against the Premises or the Building caused by Tenant, which delays Landlord in obtaining a TCO for the Premises sufficient for filing of so-called "Directive 14's" by Tenant; or (6) any delay resulting from Tenant's failure to perform any of its obligations under this Lease. It is specifically understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement more than one of the Term events described in the preceding paragraph would actually delay Landlord from commencing or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of substantially completing the Base Building Work, as applicablebut such events and the delays caused by them occur simultaneously, then to the extent of such simultaneous occurrence such delays shall be deemed to run concurrently and not consecutively. Unless Tenant knew of or reasonably should have occurred known of the circumstances giving rise to Tenant Delay and the fact of Tenant Delay as evidenced by job minutes, correspondence, memoranda or other writings furnished to or issued by Tenant (which job minutes, correspondence, etc. specifically refer to such circumstances giving rise to a Tenant Delay and to the fact of a Tenant Delay), Tenant shall not be charged for any Tenant Delay unless Landlord shall have delivered notice to Tenant of such Tenant Delay within a reasonable period (not to exceed thirty (30) days) after Landlord has actual knowledge of the circumstances giving rise to such Tenant Delay, which notice shall refer to the circumstances giving rise to such Tenant Delay. If notice is required, the period of Tenant Delay shall be measured from the first Business Day after the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing notice shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed delivered to have occurred prior Tenant. In the case of a continuing Tenant Delay, Landlord agrees to actual completion as the result of consult with Tenant Delays)(at no additional cost to Landlord) in an effort to mitigate such Tenant Delay.

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to Landlord, any and all costs and expenses (including lost rent) incurred by Landlord in connection with any delay in the designcommencement or completion of any Tenant Improvements and any increase in the cost of Tenant Improvements caused by (i) Tenant's failure to submit or resubmit plans or construction documents by the dates or within the time periods set forth in Paragraph 4.a. above or to have approved Plans completed by the Final Plan Date (as extended by any delay by Landlord in responding to plans within the periods set forth above), permitting (ii) any Changes requested by Tenant in the Tenant Improvements shown on the Space Plans, Working Drawings or performance Plans after submission thereof to Landlord (including any cost or delay resulting from proposed Changes that are not ultimately made) (except as otherwise provided in Paragraph 4.d.ii. above) or Tenant's disapproval of any aspect of the Base Building Work Working Drawings except to the extent that such delay is actually caused by any act oraspect does not properly reflect the Final Space Plans, where there is a duty to act under this Lease, (iii) any failure to act by Tenant to timely pay any amounts due from Tenant hereunder, including any additional costs resulting from any Change (it being acknowledged that if Tenant fails to make or Tenantotherwise delays making such payments, Landlord may stop work on the Tenant Improvements and any delay from such a work stoppage will be a Tenant Delay), (iv) if Landlord's contractorsContractor constructs the Tenant Improvements, architectsthe inclusion in the Tenant Improvements of any so-called "long lead" materials (such as fabrics, engineerspanelings, carpeting or anyone else engaged other items that must be imported or are of unusual character or limited availability), (v) any delay by or on behalf of Tenant in connection with responding to inquiries regarding the construction of the Tenant Improvement Work as Improvements or in granting Tenant's approval of materials or finishes for the Tenant Improvements, (vi) Tenant's failure to either select Landlord's Contractor pursuant to Paragraph 4.b.i. above or select a contractor pursuant to Paragraph 4.b.ii. above by the respective dates set forth in this Article III Paragraph 4.b., or (including, without limitation, vii) any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work other delay requested or caused by Tenant’s use . Each of non-union labor constitute the foregoing is referred to herein as a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay NoticeDelay." If Xxxxxxxx's Contractor constructs the Tenant Improvements, Landlord shall give Tenant notice of ") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate long lead" items as to the likely length of such Tenant Delay; (y) soon as reasonably practicable after being advised of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) delay by the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt suppliers involved, or otherwise becoming aware of the Tenant Delay Notice (which for delay or probable delay, and Xxxxxxxx's Contractor will use reasonable efforts to suggest alternative products to alleviate the purposes of determining receipt may be delivered by hand to Tenant's Construction Representativedelay, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)possible.

Tenant Delays. A "If the Effective Date is delayed as a result of (i) the failure of Tenant to submit Space Plans, Working Drawings or Final Plans to Landlord by the dates or within the time periods set forth in Paragraph 3.b. above, (ii) any Changes requested by Tenant in the Tenant Improvements shown on the Final Plans (including any cost or delay resulting from proposed changes that are not ultimately made), (iii) any failure by Tenant to timely pay any amounts due from Tenant hereunder, including any additional costs resulting from any Change (it being acknowledged that if Tenant fails to make or otherwise delays making such payments, Landlord may stop work on the Tenant Improvements rather than incur costs which Tenant is obligated to fund but has not yet done so and any delay from such a work stoppage will be a Tenant Delay” shall ), (iv) the inclusion in the Tenant Improvements of any so-called "long lead" materials (such as fabrics, panellings, tiling, carpeting, light fixtures, HVAC equipment or other items that must be defined as imported or are of unusual character or limited availability), (v) any delay in the design, permitting or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with responding to inquiries regarding the construction of the Tenant Improvement Work Improvements or in granting Tenant's approval of materials or finishes for the Tenant Improvements, or (vi) any other delay requested or caused by Tenant, then the date of commencement of Tenant's obligation to pay rent for the Substitute Premises, as set forth in this Article III (includingParagraphs 5 and 6 below, without limitation, any delays resulting from shall be accelerated by the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter providednumber of days of such delay. Notwithstanding the foregoing, in In no event shall Landlord be liable to Tenant for any delays delay in the completion of the Base Building Work Tenant Improvements shown on the Final Plans caused or occasioned by Tenant’s use strikes, lockouts, labor disputes, shortages of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoingmaterial or labor, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length fire or other casualty, acts of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, God or any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)other cause.

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to Landlord, any and all costs and expenses (including lost rent) incurred by Landlord in connection with the following, or by reason of any delay in the design, permitting commencement or performance completion of Landlord's Work or in Landlord's timely delivery of any Phase of the Base Building Work to the extent that such delay is actually Premises caused by the following: (i) the failure of Tenant to submit the Space Plans, Final Space Plans, Working Drawings or Final Plans to Landlord by the dates or within the time periods set forth in Paragraph 1.a. above, or the failure of the Space Plans, Final Space Plans, Working Drawings or Final Plans to meet the applicable requirements of Paragraph l.a. above, (ii) any act orchanges in the Space Plans, where there is a duty Working Drawings or Final Plans, after submission thereof to act under this LeaseLandlord (including any costs or delays resulting from proposed changes that are not ultimately made), (iii) any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with to promptly respond to inquiries regarding the construction of the Tenant Improvement Improvements or Landlord's Work as set forth in this Article III or to promptly grant Tenant's approval of materials or finishes for the Tenant Improvements or Landlord's Work, (iv) any failure by Tenant to timely pay any amounts due from Tenant hereunder (it being acknowledged that if Tenant falls to make or otherwise delays making such payments, Landlord may stop Landlord's Work rather than incur costs which Tenant is obligated to fund but has not yet done so and any delay from such a work stoppage will be a Tenant Delay), (v) any failure of Tenant's Contractor to promptly commence and diligently pursue to completion the Tenant Improvements after Landlord's delivery of the Premises to Tenant, (vi) any interference by Tenant with the construction of Landlord's Work, or (vii) any other delay requested or caused by Tenant, including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work delay caused by Tenant’s use 's early entry into any portion of non-union labor constitute the Premises pursuant to Section 2.d. of the Lease. Each of the foregoing is referred to herein and in the Lease as a "Tenant Delay". Landlord shall notify Tenant in writing of any Tenant Delay hereunder. Notwithstanding (identifying the foregoing, no event shall be deemed a nature of the Tenant Delay unless and until Delay) as soon as reasonably practicable after Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length becomes actually aware of such Tenant Delay; (y) , together with Landlord's then good faith estimate of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate probable duration of such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to Landlord, any and all costs and expenses incurred by Landlord in connection with any delay in the designcommencement or completion of any Suite Improvements and any increase in the cost of Suite Improvements (whether or not, permitting Above-Standard) caused by (i) Tenant's failure to cause the Space Planner to deliver the item described above within the rise periods required above, (ii) the failure of Landlord to receive Final Construction Documents, finishes, cabinetry details, sections and elevations on or performance before the dates set forth above, (iii) Above-Standard Suite Improvements requested by Tenant, (iv) any changes or modifications in the work requested by Tenant following approval of the Base Building Work to Final Construction Documents (v) Tenant's early entry onto the extent that such Premises as described in Paragraph 3 hereof, or (vi) any other delay is actually requested or caused by any act orTenant (collectively, where there is a duty to act under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided".Tenant Delays"). Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for unless and until Landlord gives writ-ten notice to Tenant specifying the purposes action, inaction or occurrence constituting the Tenant Delay and the number of this Article IIIdays of such Tenant Delay ("Tenant Delay Notice"). In additionFailure of Tenant to deliver signed and approved Construction Documents to Landlord by August 31, any delay to the extent caused by (i) Landlord Delay 1993, and or (ii) subject to the limitations of subsection (D) belowsigned and approved drawings with finishes, Tenant's Force Majeure (as defined in said subsection (D)) cabinetry details and sections on or before September 7, 1993, shall not constitute require from Landlord written notice, but shall automatically be considered a Tenant Delay. Tenant covenants that no , and the number of days of such Tenant Delay shall delay commencement equal the number of the Term or the obligation days after August 31, 1993 and September 7, 1993, to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or and including the date of substantial completion of the Base Building Work, as applicable, shall be deemed signed and approved Construction Documents are given to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)Landlord.

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to ------------- Landlord, any and all costs and expenses incurred by Landlord in connection with the following, or by reason of any delay in the design, permitting commencement or performance completion of the Base Building Tenant Improvements or Landlord's Work to the extent that such delay is actually caused by the following: (i) the failure of Tenant to submit the Space Plans, Final Space Plans, Working Drawings or Final Plans to Landlord by the dates or within the time periods set forth in Paragraph 4.a. above, (ii) the failure of the Space Plans, Final Space Plans, Working Drawings or Final Plans to meet the applicable requirements of Paragraph 4.a. above, (iii) any act orchanges in the Space Plans, where there is a duty Working Drawings or Final Plans, after submission thereof to act under this LeaseLandlord (including any costs or delays resulting from proposed changes that are not ultimately made), (iv) any delay by Tenant in promptly responding to inquiries regarding the construction of the Tenant Improvements or Landlord's Work or in granting Tenant's prompt approval of materials or finishes for the Tenant Improvements or Landlord's Work, (v) any failure to act by Tenant to timely pay any amounts due from Tenant hereunder (it being acknowledged that if Tenant fails to make or Tenantotherwise delays making such payments, Landlord may stop work on the Tenant Improvements and/or Landlord's contractorsWork rather than incur costs which Tenant is obligated to fund but has not yet done so and any delay from such a work stoppage will be a Tenant Delay), architects(vi) the inclusion in the Tenant Improvements of any so-called "long-lead" materials (such as fabrics, engineerspanelling, tiling, carpeting, light fixtures, supplemental HVAC equipment or anyone else engaged other items that must be imported or are of unusual character or limited availability), (viii) any interference by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work Improvements or Landlord's Work, or (viii) any other delay requested or caused by Tenant. Each of the foregoing is referred to herein and in the Lease as set forth in this Article III (including, without limitation, any delays resulting from the Approved a "Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter providedDelay". Notwithstanding the foregoing, Tenant shall not be charged with any delay by reason of clause (i) above if, in no event shall any delays event, on or prior to January 1, 2000 the Final Plans and budget have been approved by Landlord and Tenant, the bids for the Tenant Improvements have been awarded and all contracts in connection therewith executed, all required permits to commence and construct the completion Tenant Improvements have been obtained, and Landlord is otherwise in a position to commence construction of the Base Building Work caused by Tenant’s Tenant Improvements and continue the same without any interruption resulting from the matters described in such clause (i). Landlord will use its good faith efforts to notify Tenant of non-union labor constitute a any Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until as soon as reasonably practicable after Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length becomes actually aware of such Tenant Delay; (y) , together with Landlord's then good faith estimate of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate probable duration and/or cost, as applicable, of such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction RepresentativeWithout limitation, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of will use its good faith business judgment (it efforts to notify Tenant of "long lead items" as soon as reasonably practicable after actually being understood advised of the delay by the suppliers involved, or otherwise actually becoming aware of the delay, including any awareness gained from Landlord's review of the relevant plans or drawings. Landlord will suggest alternative products to alleviate the delay, if possible, and agreed that the foregoing may substitute reasonably equivalent products with Tenant's approval, which approval shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)unreasonably withheld.

Tenant Delays. A "As used in this Work Letter, “Tenant Delay” shall be defined as mean any actual delay in the design, permitting commencement, progress or substantial completion of any elements of the Landlord’s Work attributable to the following (i) the default of Tenant, or Tenant’s agents, employees or contractors under the Lease, including this Exhibit C, or (ii) the failure of Tenant or Tenant’s Construction Representative (as defined in Exhibit D) to make any requested written submission, or to respond to any written request to Tenant from Landlord, or to take any other required action, within the time periods for such submission, response, or action as set forth in the Lease and/or this Exhibit C; or (iii) Tenant Change Orders made by Tenant in accordance with Exhibit D; or (iv) any delays resulting from Tenant or any of Tenant’s contractors not complying with the rules and regulations for the performance of the Base Tenant Work in the Building Work to the extent that such delay of which Tenant is actually given written notice; or (v) any other delays caused by any act the acts or, where there is a duty of Tenant to act under this Leasethe Lease or Exhibit C or Exhibit D, any failure to act omissions by Tenant or Tenant's , Tenant’s contractors, architects, engineers, engineers or anyone else engaged by by, through or on behalf of under Tenant in connection with the construction preparation of the Tenant Improvement Work as set forth in this Article III (Premises for Tenant’s occupancy, including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) utility companies and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoingother entities furnishing communications, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoingdata processing or other service, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay equipment or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delayfurniture. Tenant covenants agrees that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Basic Rent or Additional Rent. The Delivery Dates and/or Rent and the Commencement Date will be the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, Commencement Date would have occurred but for Tenant Delay. Tenant shall reimburse Landlord for the amount, if any, by which the cost of Landlord’s Work is increased as the direct result of any Tenant DelaysDelay within thirty (30) days of billing therefor, as determined by and shall be considered to be Additional Rent. Landlord in the exercise of its agrees to provide Tenant with written notice advising Tenant that such Tenant Delay is occurring and setting forth Landlord’s good faith business judgment (it being understood and agreed that the foregoing shall not be construed so estimate as to relieve the likely length of such Tenant Delay within a reasonable period of time after Landlord becomes aware of its such Tenant Delay, provided, however, that Landlord will not have any obligation to actually complete deliver any Tenant Delay notice to Tenant with respect to any Tenant Delay that Landlord has previously disclosed in writing to Tenant or Tenant is otherwise aware of, such as, by way of example only, the Base Building Work, notwithstanding the fact Tenant Delay that substantial completion may have been deemed Landlord disclosed in writing to have occurred prior to actual completion as the result Tenant in connection with Landlord’s review and approval of a Tenant Delays)Change Order.

Tenant Delays. A "If Landlord is unable to deliver the Premises to Tenant Delay” shall be defined as any delay in accordance with and in the designcondition required by this Work Schedule and this Lease due to Tenant Delay (as defined below), permitting or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act then Tenant's obligations under this Lease, any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III Lease (including, including without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(Cobligation to pay Base Rent and additional rent) above) and disclosed to Tenant shall nonetheless commence as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter)Commencement Date; provided, however, that if in the event Landlord cannot deliver possession of the Premises to Tenant shall fail to eliminate on the delay within the aforesaid 48-hour periodCommencement Date because of Tenant Delay, then the 48-hour cure period this Lease shall be included in voidable at the period sole option of Landlord at any time charged prior to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement performance of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion such obligations and payment of the Base Building WorkRent and additional rent due under this Lease; and, as applicableshould Landlord so elect to void this Lease, all monies advanced by Tenant to Landlord shall be deemed retained by Landlord as liquidated damages (the parties hereto recognizing and acknowledging the difficulty of determining such damages), and thereafter the parties hereto shall have no further rights, claims, or obligations under this Lease, except for matters which by the express terms of this Lease survive expiration or termination thereof. For purposes hereof, "Tenant Delay" shall include, without limitation, the following: (a) failure by Tenant to have occurred furnish Landlord Tenant's Plans and any and all information necessary for Landlord to approve same; or (b) failure by Tenant to approve cost estimates and/or make the payments as described herein within the times specified; or (c) Tenant's ordering or requesting materials, finishes or installations which are unavailable in Suwanee, Georgia; or (d) Extra Work requested by Tenant or changes in the Drawings and/or specifications thereof or work or improvements required thereby made by Tenant (notwithstanding Landlord's approval of such changes); or (e) Tenant's failure to perform or cause to be performed timely any work to be performed by Tenant or any person, firm or corporation employed by Tenant; or (f) interference with or delay of the date when such Delivery Dates and/or date work of substantial Landlord's contractor by Tenant, whether directly, or indirectly through any person, firm or corporation employed by Tenant; or (g) any delay in Landlord's completion of the Base Building Work, as applicable, would have occurred but for Landlord's Work caused by any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result fault or negligence of Tenant Delays).or its agents. EXHIBIT "E" STATE OF GEORGIA COUNTY OF GWINNETT

Tenant Delays. A "Tenant Delay” shall be defined as responsible for, and shall pay to Landlord, any and all costs and expenses (including lost rent) incurred by Landlord in connection with the following, or by reason of any delay in the design, permitting commencement or performance completion of the Base Building Work to the extent that such delay is actually Tenant Improvements caused by any act orthe following: (i) the failure of Tenant to submit the Final Space Plan to Landlord by the date set forth in Paragraph 4.a. above, where there is a duty to act under this Lease, any (ii) Tenant's failure to act by Tenant approve or disapprove the budget within the time required in Paragraph 4.e. above, or Tenant's contractorsrequest for any revision to the budget, architects, engineers, or anyone else engaged (iii) any changes requested by or on behalf of Tenant in connection the Final Space Plans, Working Drawings or Final Plans (including any such change that is a result of a revision of the budget, and including any cost or delay resulting from proposed changes that are not ultimately made), (iv) any failure by Tenant to timely pay any amounts due from Tenant hereunder (it being acknowledged that if Tenant fails to make or otherwise delays making such payments, Landlord may stop work on the Tenant Improvements rather than incur costs which Tenant is obligated to fund but has not yet done so and any delay from such a work stoppage will be a Tenant Delay), (v) any delay by Tenant in responding to inquiries regarding the construction of the Tenant Improvements or Landlord's Work or in granting Tenant's approval or disapproval of materials or finishes for the Tenant Improvements or Landlord's Work, (vi) the inclusion in the Tenant 5 Improvements of any so-called "long-lead" materials (such as fabrics, panelling, tiling, carpeting, light fixtures, HVAC equipment or other items that must be imported or are of unusual character or limited availability), (vii) any interference by Tenant with the construction of the Tenant Improvement Work as set forth in this Article III Improvements by Landlord or Landlord's Work, or (including, without limitation, viii) any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work other delay requested or caused by Tenant’s use . Each of non-union labor constitute the foregoing is referred to herein and in this Lease as a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay NoticeDelay") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).

Tenant Delays. A "“Tenant Delay” shall be defined as mean any delay in the design, permitting or performance Substantial Completion of the Base Building Work to as a result of any of the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any following: (i) Tenant’s failure to act by Tenant complete or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of approve the Tenant Improvement Work Plans by the dates set forth in Section 5.B, (ii) Tenant’s failure to approve the bids for construction by the dates set forth in Section 5.C, (iii) changes to the plans requested by Tenant which delay the progress of the work, (iv) Tenant’s request for materials components, or finishes which are not available in a commercially reasonable time given the anticipated Commencement Date, (v) Tenant’s failure to make a progress payment for Tenant improvements as provided in Section 5.F after notice from Landlord and expiration of the applicable cure period, (vi) Tenant’s request for more than one (1) rebidding of the cost of all or a portion of the work, and (vii) any errors or omissions in the Tenant Improvement Plans provided by Tenant’s architect unless caused by misinformation provided by Landlord, Landlord’s Architect or the General Contractor. Notwithstanding anything to the contrary set forth in this Article III (includingLease, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion regardless of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding actual date the foregoingPremises are Substantially Complete, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event Commencement Date shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing date the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that Commencement Date would have occurred if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have had occurred for the purposes of this Article III)as reasonable determined by Landlord. In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no if a Tenant Delay shall delay commencement results in an increase in the cost of the Term labor or materials, Tenant shall pay the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date cost of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)increases.

Tenant Delays. A For purposes of this Exhibit D, "Tenant Delay” Delays" shall be defined as mean any actual delay in the design, permitting completion of Landlord’s Work resulting from any or performance all of the Base Building Work following: (a) Tenant's failure to timely perform any of its obligations pursuant to this Exhibit D, including any failure to complete, on or before the due date therefor, any action item which is Tenant's responsibility pursuant to the extent that such work schedule or any schedule delivered by Landlord to Tenant pursuant to this Exhibit D; (b) Tenant's changes to the Approved Plans; (c) Tenant's request for materials, finishes, or installations which are not readily available or which are incompatible with the Building standards; (d) any delay is actually caused by of Tenant in making payment to Landlord for any costs for Tenant’s changes to the Approved Plans, as provided in Section 1 above; or (e) any other act or, where there is a duty to act under this Lease, any or failure to act by Tenant or Tenant, Tenant's contractorsemployees, agents, architects, engineersindependent contractors, consultants and/or any other person performing or anyone else engaged by or required to perform services on behalf of Tenant which interferes with Xxxxxxxx’s performance of Landlord’s Work. If, as a result of Tenant Delay, the Substantial Completion Date is delayed in the aggregate for more than one hundred eighty (180) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant and thereupon this Lease shall terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the cost theretofore incurred by Landlord in performing Landlord’s Work, plus an amount equal to Xxxxxxxx’s out-of-pocket expenses incurred in connection with the construction of the Tenant Improvement Work as set forth in this Article III (Lease, including, without limitation, brokerage and legal fees, together with any delays resulting amount of Base Rent. Expense Charges or additional rent required to be paid from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, Substantial Completion Date as determined by Landlord in accordance with Section 3 above through the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)effective termination date.

Tenant Delays. A Tenant Delay(s)" shall mean delays in the preparation of Approved Plans and/or in the bidding, contracting and/or construction of Landlord's Work, but solely to the extent caused by the acts or omissions of Tenant, or any of its agents, employees, and/or contractors, or resulting from any change order or long lead item with respect to Landlord's Work caused or requested by Tenant, or any other delay which is defined in any part of the Lease or this Exhibit C as a "Tenant Delay” shall be defined as any delay in the design, permitting or performance of the Base Building Work ". If and to the extent that the Substantial Completion of any item(s) of Landlord's Work is delayed due to Tenant Delay, and the delayed completion of such delay is actually caused item(s) does not materially and adversely affect the timing of the Substantial Completion of Landlord's Work, then provided Tenant continues to pursue the elimination of such Tenant Delay with all due diligence, such Tenant Delay shall not affect the Commencement Date or otherwise result in or give rise to any damages or penalties payable by any act orTenant to Landlord, where there is or otherwise constitute a duty to act default by Tenant under this the Lease, except that Tenant shall be responsible for any failure to act by Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays increase in the cost of Landlord's Work occasioned thereby. If and to the extent the non-completion of the Base Building Work caused by Tenant’s use of non-union labor constitute any such item(s) due to a Tenant Delay hereunder. Notwithstanding does materially affect the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth timing of Substantial Completion of Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour periodWork, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay Commencement Date shall be deemed to have occurred for on the purposes of this Article III). In addition, any delay to day upon which the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, same would have occurred but for such Tenant Delay, and Tenant shall again be responsible for any Tenant Delays, as determined by Landlord increase in the exercise cost of its good faith business judgment Landlord's Work occasioned thereby. Without limiting any of the foregoing: (i) it being understood and agreed that the foregoing shall not be construed so constitute a "Tenant Delay" under this Lease if Landlord suffers any actual delay in securing a building permit or other required approvals for Landlord's Work as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the a result of Tenant Delays)the rejection by any governmental authority of any plans and specifications submitted to such authority for issuance of such permits or approvals because the same are not in conformity with local code or other legal requirements applicable thereto; and (ii) it shall constitute a "force majeure" within the meaning of this Lease if it takes more than twenty-one (21) days for Landlord to secure a building permit to perform Landlord's Work after the date of submission of the Approved Plans to the applicable governmental authorities for approval.

Tenant Delays. A "If on the Anticipated Commencement Date Landlord is unable to deliver the Premises to Tenant Delay” shall be defined as any delay in accordance with and in the designcondition required by this Work Schedule and the Lease due to omission, permitting delay or performance of the Base Building Work to the extent that such delay is actually caused by any act or, where there is a duty to act under this Lease, any failure to act default by Tenant or anyone acting under or for Tenant ("Tenant delay"), then Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in obligations under this Article III Lease (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter provided. Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred for the purposes of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay Annual Fixed Rent or Additional Total Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, ) shall be deemed to have occurred nonetheless commence as of the date when Anticipated Commencement Date (which shall in such Delivery Dates and/or date of substantial completion case be the Commencement Date), except that, in the event that Landlord cannot deliver possession of the Base Building WorkPremises to Tenant on the Anticipated Commencement Date because of Tenant delay, as applicablethis Lease shall be voidable at the sole option of Landlord at any time prior to Tenant's performance of such obligations or payment of the Total Rent due under this Lease; and, would have occurred but for any should Landlord so elect to void this Lease, all monies advanced by Tenant Delays, as determined to Landlord shall be retained by Landlord in as liquidated damages (the exercise parties hereto recognizing and acknowledging the difficulty of its good faith business judgment determining such damages), and thereafter the parties hereto shall have no further rights, claims, or obligations under this Lease, except for such matters which by the express terms of the Lease survive expiration or termination thereof. [DOOR SCHEDULE GRAPHIC OMITTED] Exhibit "E-1" Partition/Demo [LOGO] Loia o Budde & ASSXXXXXXX Quality Systems, Inc. ---------------- ------------------------- ------------------------------------------- CAD FILE NUMBER 5076 Winters Chapel Road 4xx Xxxxx Xxxxx 000 Tower Place 100 Atlxxxx, Xxxxxxx 00000 0000 Xxxxxxxxx Xxxx Xxxxnta, Gexxxxx 00000 00000X (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays).000) 000-0207 Fax 396-9597 ---------------- DRAWN CMM ---------------- DATE

Tenant Delays. A For any PHASE PREMISES (where a PHASE PREMISES is either PHASE I, PHASE II AND PHASE III, each being separate and distinct). The following shall be deemed "Tenant Delay” shall be defined as Delays": (i) Tenant's failure to deliver the Pricing Plans described above within the time periods required above, (ii) the failure of Landlord to receive Final PHASE I, PHASE II AND PHASE III Construction Documents BEFORE THE TIME PERIODS REQUIRED ABOVE, (iii) Above-Standard Suite Improvements requested by Tenant, (iv) any delay changes or modifications in the design, permitting or performance work requested by Tenant following approval of the Base Building Work to Final Construction Documents, (v) Tenant's early entry onto the extent that such Premises as described in Paragraph 3 hereof, or (vi) any other delay is actually requested or caused by any act orTenant (collectively, where there is a duty to act under this Lease, any failure to act by "Tenant or Tenant's contractors, architects, engineers, or anyone else engaged by or on behalf of Tenant in connection with the construction of the Tenant Improvement Work as set forth in this Article III (including, without limitation, any delays resulting from the Approved Tenant Finishes under Section 3.l(C) above) and disclosed to Tenant as hereinafter providedDelays"). Notwithstanding the foregoing, in no event shall any delays in the completion of the Base Building Work caused by Tenant’s use of non-union labor constitute a Tenant Delay hereunder. Notwithstanding the foregoing, no event shall be deemed a Tenant Delay unless and until Landlord has given Tenant written notice (the "Tenant Delay Notice") advising Tenant: (x) that a Tenant Delay is occurring and setting forth Landlord's good faith estimate as to the likely length of such Tenant Delay; (y) of the basis on which Landlord has determined that a Tenant Delay is occurring; and (z) the actions which Landlord believes that Tenant must take to eliminate such Tenant Delay. No event shall be deemed to be a Tenant Delay unless and until Tenant has failed to rectify the situation causing the Tenant Delay within forty-eight (48) hours after Tenant's receipt of the Tenant Delay Notice (which for the purposes of determining receipt may be delivered by hand to Tenant's Construction Representative, with copies to follow to Tenant at the notice address set forth in Section 1.2 of this Lease within five (5) days thereafter); provided, however, that if Tenant shall fail to eliminate the delay within the aforesaid 48-hour period, then the 48-hour cure period shall be included in the period of time charged to Tenant pursuant to such Tenant Delay Notice (it being understood and agreed that if Tenant shall in fact eliminate the Tenant Delay within the 48-hour cure period, no Tenant Delay shall be deemed to have occurred unless and until Landlord gives written notice to Tenant specifying the action, inaction or occurrence constituting the Tenant Delay and the number of days of such Tenant Delay ("Tenant Delay Notice"). Notwithstanding anything to the contrary, Landlord's obligation to deliver the Premises on the Scheduled Completion Date for the purposes PHASE I Premises, the Scheduled Completion Date for the PHASE II Premises, and the Scheduled Completion Date for the PHASE III Premises, may at Landlord's election be extended by one (1) day for every one (1) day of this Article III). In addition, any delay to the extent caused by (i) Landlord Delay or (ii) subject to the limitations of subsection (D) below, Tenant's Force Majeure (as defined in said subsection (D)) shall not constitute Tenant Delay. Tenant covenants that no Tenant Delay shall delay commencement If any Completion Date is delayed because of the Term or the obligation to pay Annual Fixed Rent or Additional Rent. The Delivery Dates and/or the date of substantial completion of the Base Building Work, as applicable, shall be deemed to have occurred as of the date when such Delivery Dates and/or date of substantial completion of the Base Building Work, as applicable, would have occurred but for any Tenant Delays, as determined Tenant shall not be liable for any damage thereby including costs and expenses incurred by Landlord in the exercise of its good faith business judgment (it being understood and agreed that the foregoing shall not be construed so as to relieve Landlord of its obligation to actually complete the Base Building Work, notwithstanding the fact that substantial completion may have been deemed to have occurred prior to actual completion as the result of Tenant Delays)connection with such delay.