and containing the provisions set forth in the
attached Pro Forma Policy marked Exhibit "K" hereto insuring Tenant's purchase
option rights under this Lease, and an American Land Title Association (ALTA)
1992 Extended Policy of Title Insurance in the form and containing the
provisions set forth in the attached Pro Forma Policy marked Exhibit "L" hereto
insuring Tenant's Offer
rights under this Lease (collectively referred to
herein as "Tenant's Title Policies"); provided, however, that
Tenant's inability to obtain Tenant's Title Policies by the date which is ten
(10) days after the conditions set forth in Section 1B are satisfied through use
of commercially reasonable efforts shall not be a default by Landlord or Tenant
under this Lease, but only a failed condition precedent, in which event Tenant
may, in Tenant's sole and absolute discretion, terminate this Lease by written
notice to Landlord within five (5) days of such date, upon which termination
neither Landlord nor Tenant shall have any further rights under this Lease.
2.
POSSESSION
(A)
LANDLORD SHALL CONSTRUCT THE BUILDING TO "BASE BUILDING" CONDITION IN
ACCORDANCE WITH OUTLINE PLANS AND SPECIFICATIONS ATTACHED HERETO AS EXHIBIT
"B."
LANDLORD SHALL CAUSE FINAL PLANS AND SPECIFICATIONS FOR THE BUILDING TO BE
PREPARED IN ACCORDANCE WITH THE OUTLINE PLANS AND SPECIFICATIONS AND TO SUBMIT
FOUR (4) COMPLETED COPIES THEREOF TO TENANT.
IN THE EVENT THE PLANS AND
SPECIFICATIONS SO SUBMITTED TO TENANT CONTAIN, IN TENANT'S JUDGMENT EXERCISED
REASONABLY, DEVIATIONS FROM THE OUTLINE PLANS AND SPECIFICATIONS ("DEVIATIONS"),
TENANT SHALL HAVE THE RIGHT, WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT THEREOF
FROM LANDLORD (THE "APPROVAL PERIOD"), TO GIVE WRITTEN NOTICE OF ITS DISAPPROVAL
OF THE DEVIATIONS IDENTIFIED IN SUCH NOTICE, IN WHICH EVENT LANDLORD AND TENANT
SHALL PROMPTLY AND IN GOOD FAITH WORK TO RESOLVE ANY SUCH DISAPPROVED MATTER TO
THE MUTUAL SATISFACTION OF EACH OTHER.
UPON SUCH RESOLUTION AND ANY REVISION OF
THE PLANS AND SPECIFICATIONS REQUIRED THEREBY, OR UPON EXPIRATION OF THE
APPROVAL PERIOD IF NO SUCH NOTICE OF DISAPPROVAL IS GIVEN WITHIN THE APPROVAL
PERIOD, LANDLORD AND TENANT SHALL AFFIX THE SIGNATURE OR INITIALS OF AN
AUTHORIZED OFFICER OR EMPLOYEE OF EACH OF THE RESPECTIVE PARTIES HERETO ON THE
FINAL PLANS AND SPECIFICATIONS.
SUCH FINAL PLANS AND SPECIFICATIONS SHALL BE IN
LIEU OF AND SHALL REPLACE EXHIBIT "B".
THE SIGNATURE OF AN AUTHORIZED OFFICER
OR EMPLOYEE SHALL BE DEEMED CONCLUSIVE EVIDENCE OF THE APPROVAL INDICATED BY
SUCH SIGNATURE.
(B)
POSSESSION OF THE PREMISES SHALL BE TENDERED TO TENANT BY LANDLORD ON THE
DATE THAT LANDLORD HAS SUBSTANTIALLY COMPLETED ITS EXPRESS OBLIGATIONS HEREUNDER
AND UNDER THE WORK LETTER ATTACHED HERETO AS EXHIBIT "C" AND MADE A PART HEREOF
TO IMPROVE THE PREMISES AND THE BUILDING.
IN THE EVENT SUCH OBLIGATIONS ARE NOT
SUBSTANTIALLY COMPLETED BY OCTOBER 1, 2002, THIS LEASE SHALL NEVERTHELESS
CONTINUE IN FULL FORCE AND EFFECT, BUT THE COMMENCEMENT DATE SHALL BE DEFERRED
UNTIL SUCH OBLIGATIONS ARE SUBSTANTIALLY COMPLETED RESULTING IN A DEFERRAL OF
ANY RENT (AS HEREINAFTER DEFINED) DUE HEREUNDER, AND LANDLORD SHALL HAVE NO
OTHER LIABILITY WHATSOEVER