TO TENANT (PROVIDED
THAT SUBSTANTIAL COMPLETION OF LANDLORD'S WORK DOES NOT OCCUR WITHIN SUCH TWENTY
(20) DAY PERIOD FOLLOWING THE GIVING OF SUCH TERMINATION NOTICE, IN WHICH CASE
SUCH NOTICE SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT).
IF THIS LEASE IS
NOT TERMINATED BY TENANT AS SET FORTH IN SECTION 2.01(B)(II)(C), TENANT SHALL
HAVE THE RIGHT, BUT NOT THE OBLIGATION, UPON THIRTY (30) DAYS WRITTEN NOTICE TO
LANDLORD ("WORK NOTICE"), TO SUBSTANTIALLY COMPLETE LANDLORD'S WORK AND TO
DEMAND REIMBURSEMENT BY LANDLORD OF THE COST THEREOF (PROVIDED THAT IF
SUBSTANTIAL COMPLETION OF LANDLORD'S WORK SHALL OCCUR WITHIN THE THIRTY (30) DAY
PERIOD FOLLOWING THE GIVING OF THE WORK NOTICE, THEN SUCH NOTICE SHALL BE NULL
AND VOID AND OF NO FORCE OR EFFECT).
IF TENANT SHALL HAVE GIVEN THE WORK NOTICE
TO LANDLORD, THEN AS OF THE DATE SUCH NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN,
THE EXTENSION OF THE RENT COMMENCEMENT DATE REFERRED TO IN CLAUSE (B) ABOVE,
SHALL CEASE FROM FURTHER ACCRUING.
TENANT HEREBY ACKNOWLEDGES AND AGREES THAT
THE REMEDIES SET FORTH IN THIS SECTION 2.01(B)(II) SHALL BE TENANT'S SOLE AND
EXCLUSIVE REMEDIES IF THE COMMENCEMENT DATE SHALL NOT HAVE OCCURRED ON OR BEFORE
THE TARGET DATE, THE OUTSIDE DELIVERY DATE OR THE SECONDARY TARGET DATE, AS
APPLICABLE, AND THAT LANDLORD SHALL HAVE NO OTHER LIABILITY TO TENANT FOR
FAILURE OF THE COMMENCEMENT DATE TO OCCUR.
LANDLORD AND TENANT HEREBY AGREE
THAT ANY DISPUTE AS TO EITHER THE STATUS OF SUBSTANTIAL COMPLETION OF LANDLORD'S
WORK OR ANY REIMBURSEMENT CLAIMED BY TENANT FOR WORK PERFORMED HEREUNDER (OR THE
AMOUNT THEREOF), SHALL BE SUBJECT TO DETERMINATION BY EXPEDITED ARBITRATION
PURSUANT TO THE TERMS OF SECTION 35.07(B) OF THIS LEASE.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN SECTIONS 1.05 AND 2.01(B) ABOVE, IN THE EVENT THAT THE COMMENCEMENT
DATE IS DELAYED BY REASON OF DELAYS CAUSED OR OCCASIONED BY THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF TENANT, OR TENANT'S FAILURE TO RESPOND TO LANDLORD'S
INQUIRY, OR TENANT'S INTERFERENCE WITH LANDLORD'S WORK, OR A BREACH OF THIS
LEASE BY TENANT, TENANT (IN ADDITION TO PAYING THE COSTS AND DAMAGES LANDLORD
MAY SUSTAIN BY REASON THEREOF) AGREES THAT AT LANDLORD'S OPTION, THE TERM OF
THIS LEASE AND TENANT'S OBLIGATIONS SHALL COMMENCE ON THE DATE THAT THIS LEASE
WOULD HAVE COMMENCED HAD THE COMMENCEMENT DATE NOT BEEN SO DELAYED BY TENANT, OR
THAT AT LANDLORD'S OPTION, SUCH DELAYS (IF THE SAME HAVE BEEN CAUSED BY A BREACH
OF THIS LEASE BY TENANT) SHALL CONSTITUTE A DEFAULT ON THE PART OF TENANT
(SUBJECT TO THE APPLICABLE NOTICE AND CURE PERIODS) AND SHALL ENTITLE LANDLORD
TO EXERCISE ALL RIGHTS AND REMEDIES PROVIDED FOR IN THIS LEASE IN THE EVENT OF
SUCH DEFAULT HEREUNDER.
2.02
TENANT SHALL USE AND OCCUPY THE PREMISES FOR
GENERAL, ADMINISTRATIVE AND EXECUTIVE OFFICES (INCLUDING, WITHOUT LIMITATION,
SOFTWARE RESEARCH AND DEVELOPMENT) AND SUCH ANCILLARY USES AS SHALL BE
REASONABLY REQUIRED IN CONNECTION THEREWITH (THE "PERMITTED USE"), WHICH USES
SHALL BE CONSISTENT WITH A FIRST CLASS, MIDTOWN MANHATTAN OFFICE BUILDING,