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then, for purposes of determining the Commencement Date, the date of substantial completion shall
be deemed to be the day that said Landlord’s Work would have been substantially completed absent
any such Delay(s). The Landlord’s Work shall be deemed to be substantially completed on the date
that Landlord’s Work has been performed (or would have been performed absent any Delay(s)), other
than any details of construction, mechanical adjustment or any other matter, the noncompletion of
which does not materially interfere with Tenant’s use of the Premises. The adjustment of the
Commencement Date and, accordingly, the postponement of Tenant’s obligation to pay Base Rent
and other sums due hereunder shall be Tenant’s sole remedy and shall constitute full settlement of all
claims that Tenant might otherwise have against Landlord by reason of the Premises not being ready
for occupancy by Tenant on the Target Commencement Date. Promptly after the determination of the
Commencement Date, Landlord and Tenant shall enter into a letter agreement (the “Commencement
Letter”) on the form attached hereto as Exhibit F setting forth the Commencement Date, the
Termination Date and any other dates that are affected by the adjustment of the Commencement Date.
If this Lease requires Landlord to perform Landlord’s Work in the Premises, the Commencement
Letter shall identify any minor incomplete items of the Landlord’s Work as reasonably determined by
Landlord's architect (the "Punchlist Items"), which Punchlist Items Landlord shall promptly remedy.
Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement
Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord
may elect, by written notice to Tenant, not to adjust the Commencement Date as provided above if
such adjustment would cause Landlord to be in violation of the existing rights granted to any other
tenant of the Building. If Landlord elects not to adjust the Commencement Date, the Commencement
Date shall be the Target Commencement Date, provided that Base Rent and Additional Rent shall not
commence until the date that Landlord’s Work has been substantially completed (or would have been
substantially completed absent any Delays).
B. By taking possession of the Premises, Tenant is deemed to have accepted the Premises and agreed
that the Premises is in good order and satisfactory condition, with no representation or warranty by
Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant’s use.
C. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be obligated
to tender possession of any portion of the Premises or other space leased by Tenant from time to time
hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or
that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other
obligations to Tenant under this Lease with respect to such space until the date Landlord: (1)
recaptures such space from such existing tenant or occupant; and (2) regains the legal right to
possession thereof. This Lease shall not be affected by any such failure to deliver possession and
Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby
waived and released by Tenant. If Landlord is prevented from delivering possession of the Premises
to Tenant due to the holding over in possession of the Premises by a tenant or other occupant thereof,
Landlord shall use reasonable efforts to regain possession of the Premises in order to deliver the same
to Tenant. If the Lease Term is to be determined pursuant to Section 1.F.(1) hereof, the
Commencement Date shall be postponed until the date Landlord delivers possession of the Premises
to Tenant, in which event the Termination Date shall, at the option of Landlord, correspondingly be
postponed on a per diem basis. If the Lease Term is to be determined pursuant to Section 1.F.(2), the
Commencement Date and Termination Date shall be determined as provided in Section 3.A. above.
D. If Tenant takes possession of the Premises prior to the Commencement Date, such possession
shall be subject to all the terms and conditions of the Lease and Tenant shall pay Base Rent and
Additional Rent to Landlord for each day of occupancy prior to the Commencement Date.
Notwithstanding the foregoing, if Tenant, with Landlord’s prior approval, takes possession of the
Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved
improvements therein or installing furniture, equipment or other personal property of Tenant, such
possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not
be required to pay Rent with respect to the period of time prior to the Commencement Date during
which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g.
electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of
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