Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if # the Company is pursuing a material acquisition, merger, reorganization, disposition or other material transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement, or # the Company or any of its Affiliates has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Company, would materially and adversely affect the Company; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement # during the 30-day period following the applicable Installment Payment Date, or # for a period that exceeds an aggregate of 60 days in any 180-day period or 90 days in any 365-day period, and there shall not be less than 30 days between any two such suspensions. Upon disclosure of such information or the termination of the condition causing any suspension, the Company shall promptly provide notice to the Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit the Holders to resume sales of Registrable Securities under the Registration Statement. Notwithstanding the foregoing, if on the applicable Determination Date, the Company has knowledge that either [clause (i) or (ii) of this Section 3.01(b)] would trigger such delay rights with respect to an Installment Payment, then the Company shall cause the Buyer to elect on the applicable Determination Date to make such Installment Payment in cash to TEG under the Purchase Agreement.

The “Term Commencement Date” shall be the earlier of # the Estimated Term Commencement Date and # the day the work required of Tenant (the “Tenant Improvements”) described in the Work Letter set forth in [Exhibit B] attached hereto (the “Work Letter”) is Substantially Complete (as defined below). Tenant shall execute and deliver to Landlord written acknowledgment of the actual Term Commencement Date and the Term Expiration Date within ten (10) days after Tenant takes occupancy of the Premises, in the form attached as [Exhibit C] hereto. Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or other similar governmental licensing of the Premises required for the Permitted Use by Tenant shall not serve to extend the Term Commencement Date. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for minor punch list items.

Possession of Franchises, Licenses. To the best of each Borrowers' knowledge, Borrowers possess all franchises, certificates, licenses, permits and other authorizations from governmental political subdivisions or regulatory authorities, free from burdensome restrictions, that are necessary in any material respect for the ownership, maintenance and operation of its properties and assets, and to the best of Borrowers' knowledge, Borrowers are not in violation of any thereof in any material respect.

Failure to Take Possession. If the Tenant does not take possession of the Premises on the first day of the Lease term, the Tenant’s obligations under this Lease, including paying Rent and complying with other Lease terms, will continue in full force and effect until this Lease expires or is terminated.

Failure to Deliver Possession. If the Landlord does not provide possession of the Premises on the first day of the Lease term for any reason not within the Landlord’s control, including partial or complete destruction of the Premises or any “Act of God,” the Tenant may terminate this Lease with proper notice as required by law. IN SUCH EVENT, THE LANDLORD’S LIABILITY TO THE TENANT WILL BE LIMITED TO THE RETURN OF ALL SUMS PREVIOUSLY PAID BY THE TENANT TO THE LANDLORD.

Failure to Deliver Possession. If for any reason Sublandlord cannot deliver possession of the Sublet Portion to Subtenant by the Commencement Date, the Commencement Date shall be delayed until the day the Sublet Portion is delivered to Subtenant. If Sublandlord has not delivered to Subtenant the Sublet Portion by January 31, 2017 (subject to extension due to a Force Majeure Event or any delay caused by Subtenant), Subtenant shall, until such time the Sublet Portion is delivered, have the right to terminate this Sublease by delivery to Sublandlord a termination notice, which shall be effective immediately upon receipt by Sublandlord. Upon request by Subtenant, Sublandlord shall keep Subtenant apprised as to the anticipated Commencement Date. Sublandlord shall notify Subtenant via email in writing at least five (5) days prior to delivering the Sublet Portion to Subtenant.

EXHIBIT # -4- (d) Notwithstanding any other provisions of this Tenant Work Letter or of the Lease, if Landlord is delayed in substantially completing any of the Tenant Improvements in a portion of the Premises as a result of any Tenant Delay, then notwithstanding any other provision of the Lease to the contrary, then the Possession Date of such portion of the Premises shall be deemed to be the date the Possession Date of such portion of the Premises would have occurred absent such Tenant Delay.

DELAY IN DISTRIBUTIONS. Effective January 1, 2020, [Article 4] shall be amended to delete and remove [Section 4.4(e)(ii)] in its entirety. Subsequent sections and cross references are renumbered and relabeled as applicable.

Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this [Section 3.04] shall not constitute a waiver of such Lender’s or right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than ninety (90) days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninety (90) day period referred to above shall be extended to include the period of retroactive effect thereof).

Delay in Payment. Notwithstanding anything to the contrary in the Plan, # if upon the date of a Participant’s “separation from service” (as defined for purposes of Code sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(i)) with the Company and its controlled subsidiaries and affiliates the Participant is a “specified employee” within the meaning of Code section 409A (determined by applying the default rules applicable under such Code section except to the extent such rules are modified by a written resolution that is adopted by the Committee and that applies for purposes of all deferred compensation plans of the Company and its affiliates), and the deferral of any amounts otherwise payable under Plan as a result of Participant’s separation from service is necessary to prevent any accelerated or additional tax to the Participant under Code section 409A, then the Company shall defer the payment of any such amounts hereunder until the date that is six (6) months following the date of the Participant’s separation from service, at which time any such delayed amounts shall be paid or provided to the Participant and # if any other payments of money or other Awards or benefits due to a Participant hereunder could cause the application of an accelerated or additional tax under Code section 409A, such payments or other benefits shall be deferred and paid on the first day that would not result in the Participant incurring any tax liability under Code section 409A if such deferral would make such payment or other benefits compliant under Code section 409A.