Common use of Commencement Date Clause in Contracts

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.

Commencement Date. (a) Upon The parties intend that the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term term of this Lease shall commence on September 1 (the "Target Commencement Date andDate"), and shall expire on August 31, 2005, unless sooner terminated pursuant to the terms of this Lease. The date on which the term actually commences is referred to herein as the "Commencement Date" which shall be the later of (i) the Target Commencement Date, and (ii) the earlier of (a) the date on which Landlord substantially completes construction of the Tenant Improvements, and (b) the date on which Landlord would have substantially completed construction of the Tenant Improvements but for the Tenant's Delay (as defined below). When the Commencement Date is ascertained as aforementioned, the term shall commence and upon request of Landlord, Tenant shall execute a certificate or extended as hereinafter provided, shall end on memorandum confirming the Commencement Date and the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered substantially completed construction of the Tenant Improvements when Landlord has substantially completed construction of the Tenant Improvements in accordance with Article 7 below. "Tenant's Delay" shall mean the amount of delay resulting from Tenant's failure to adhere to the time schedules and fulfill the obligations set forth in this Lease, including, but not limited to, those in Article 7 below. Notwithstanding the Target Commencement Date, if for any reason the Commencement Date occurs after the Target Commencement Date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or relieve Tenant of any of its obligations hereunder or extend the Term of this Lease. Upon execution of this Lease by Tenant and Landlord, Landlord will allow Tenant access to the Premises in order to install tenant improvements, fixtures, furnishings and equipment and to otherwise conduct business; provided that such early entry will be subject to all the terms and provisions of this Lease as though the Commencement Date had occurred, except for the payment of Rent and Additional Charges which commence as set forth in this Lease. If Landlord does not deliver possession of the Premises to Tenant upon within sixty (60) days after the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Target Commencement Date (or for any reason other than Tenant's Delay), as the Rent Commencement Date) for (i) any delay in the delivery of possession same may be extended by written agreement of the Premises parties, Tenant may, at Tenant's option, by written notice to Landlord within ten (10) business days thereafter, cancel the Lease, in which event the parties shall be discharged from all obligations under the Lease, and Landlord shall return any money previously deposited by Tenant. If such written notice by Tenant which results from any Tenant Delay or (ii) any delay is not received by Landlord in within such ten (10) day period, Tenant's right hereunder to cancel the performance Lease shall terminate and be of Landlord’s Post- Commencement Work no further force or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementeffect.

Commencement Date. (a) Upon the Effective DateIf this Lease is not terminated pursuant to Section 2.1 above or Section 2.4 below, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the “Commencement Date. The Term of this Lease ” shall commence occur on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for earlier of: (i) any delay in the delivery date of possession Substantial Completion of the Premises to Tenant which results from any Tenant Delay Improvements (as such terms are defined in Exhibit B attached hereto), or (ii) the date which is three (3) months following the Delivery Date as determined as provided in Section 2.3 below, subject to any delay Landlord Delay, Force Majeure Delay not to exceed ninety (90) days and Tenant Plan Delay (not to exceed ninety (90) days (as such terms are defined in Exhibit B). Tenant shall use Landlord’s Contractor (as defined below) for the Tenant Improvements, subject to (i) Tenant’s approval, which shall not be unreasonably withheld or delayed if the bids submitted are competitive, of the bids submitted by Landlord’s Contractor and its subcontractors, and (ii) Tenant’s right to audit Landlord’s Contractor’s books and records with respect to the Tenant Improvements as set forth in Exhibit B attached hereto. Within ten (10) business days after written request by Landlord (which request shall not be made until Substantial Completion of the Tenant Improvements has occurred in all the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedBuildings), Landlord and Tenant shall execute an agreement stating a written amendment to this Lease, substantially in the form of Exhibit D hereto, wherein the parties shall specify the actual Commencement Date as calculated as set forth above (which such date shall be the “Commencement Date” for all purposes of this Lease), the Expiration Date and the date on which Tenant is to commence paying Rent. The word “Term” whenever used herein refers to the initial term of this Lease and any valid extension(s) or renewal(s) thereof. For avoidance of doubt, Tenant’s occupancy of one or more Buildings for purposes of commencing business operations prior to Substantial Completion of the Tenant Improvements in all of the Buildings shall not be deemed to modify the Commencement Date, Rent Commencement Date and or the Expiration DateDate of this Lease, but Tenant’s obligation to pay Rent for such Building or Buildings shall be as set forth in the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Basic Lease Information and Tenant shall be deemed subject to have done so when Tenant first moves Tenant’s Property and/or any all the other terms and conditions of its personnel into the Premises and/or commences construction, except this Lease with respect to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementparticular occupancy and business operations.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof The Commencement Date set forth in Article 1 shall be fully binding on Landlord delayed and Tenant prior Base Rent shall be abated to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if extent that Landlord does not tender fails to deliver possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and on the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the intended Commencement Date, Rent Commencement Date and Expiration Date, including but the failure not limited to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences constructionholding over by prior occupants, except to the extent that Tenant, its contractors, agents or employees in any way contribute to such failure. If Landlord so fails for a sixty (60) day initial grace period, or such additional time as may be necessary due to fire or other casualty, strikes, lock-outs or other labor troubles, shortages of equipment or materials, governmental requirements, power shortages or outages, acts or omissions of Tenant is authorized in or other Persons, or other causes beyond Landlord’s reasonable control, Tenant shall have the right to terminate this Lease by written notice to Landlord any time thereafter up until Landlord delivers the Premises to Tenant. Any such delay in the Commencement Date shall not subject Landlord to liability for loss or by Landlorddamage resulting therefrom, and Tenant’s agreement sole recourse with respect thereto shall be the abatement of Base Rent and right to do terminate this Lease described above. Upon any such termination, Landlord and Tenant shall be entirely relieved of their obligations hereunder, and any Security Deposit and Rent payments shall be returned to Tenant. If the foregoing without being deemed Commencement Date is delayed, the Expiration Date shall be similarly extended (in which case, the parties shall confirm the same in writing). Tenant may enter the Premises during the seven (7) day period prior to have accepted possession the intended Commencement Date (“Early Entry Period”) only for purposes of installing its furniture, fixtures and equipment (including telecommunications and computer equipment) and for purposes of moving into the Premises, (but not for occupancy or the operation of Tenant’s business). The During the Early Entry Period, Tenant shall comply with all terms and provisions of this Section 2.2 are intended Lease, except those provisions requiring the payment of Rent. If Tenant shall be permitted by Landlord in writing to constitute “an express provision enter the Premises prior to the contrary” intended Commencement Date for the purpose of occupying the same, then the Commencement Date shall be deemed to be such date of occupancy. Landlord shall permit early entry other than the Early Occupancy Period in its sole and absolute discretion and only by giving Tenant prior written notice thereof. At any time during the Term, Landlord may deliver to Tenant a written notice setting forth the Commencement Date and other reasonable dates and information relating to this Lease (“Notice of Lease Dates”), which notice Tenant shall execute and return to Landlord within five (5) days of receipt thereof, and thereafter the meaning dates set forth on such notice shall be conclusive and binding; Tenant’s failure to timely execute and deliver the Notice of Section 223-a of Lease Dates shall constitute an acknowledgment by Tenant that the New York Real Property Law or any successor Requirementstatements included in such notice are true and correct, without exception.

Commencement Date. (a) As herein used, the phrase "commencement date" shall mean the earlier of: (i) the day Tenant opens for business in the demised premises, or (ii) ninety (90) days after Landlord has delivered to Tenant possession of the demised premises as same are to be substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the demised premises to Tenant with Landlord's work completed between November 15, 2003 and December 15, 2003 (the "Delivery Period"). Landlord shall give Tenant notice no later than October 15, 2003 (the "Final Delivery Notice") of a firm delivery date (the "Final Delivery Date") upon which date the Landlord's Work shall be substantially completed and the Leased Premises delivered to Tenant. Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence sending of the Commencement Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. The Term Final Delivery Date shall not be earlier than (i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration DateDelivery Period. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of deliver the Premises demised premises to Tenant as required herein by December 15, 2003, Tenant may defer delivery until February 1, 2004. If Landlord does not deliver the demised premises to Tenant thereafter on or before April 15, 2004, Tenant may terminate this Lease or defer delivery until June 1, 2004. In the event that the demised premises and Landlord's Work are not substantially completed and delivered to Tenant on or before any specified datethe Final Delivery Date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord minimum rent due hereunder shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacantadjusted so that, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) for (i) any delay in day of minimum rent for each day after the Final Delivery Date until delivery of the demised premises is made to Tenant consistent with the terms of this Lease, including substantial completion of the Landlord's Work. Tenant shall not be obligated to accept possession of the Premises demised premises prior to Tenant which results from any Tenant Delay or the later of (iia) any delay by Landlord in the performance substantial completion of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement 's Work. Once , (b) the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession first day of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any Delivery Period and (c) the Final Delivery Date. Time is of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized essence regarding all dates set forth in this Lease or by Section 3(a). Landlord shall obtain a certificate of occupancy for the demised premises as part of Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement's Work.

Commencement Date. (a) Upon Notwithstanding anything to the Effective Datecontrary contained in the Lease, the terms and provisions hereof Commencement Date shall be fully binding on Landlord and Tenant the date which is thirty-eight (38) days prior to the occurrence date of substantial completion of Landlord's Work (other than the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended "punchlist" items as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided set forth in Section 2.2(b1.6 of Exhibit D to the Lease), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether the Commencement Date as set forth in the immediately preceding sentence, the date of substantial completion of Landlord's Work shall be deemed to be the date that substantial completion of Landlord's Work would have occurred but for any Tenant Delay that occurs after the date of this First Amendment (i.e., for each day of such Tenant Delay the date of substantial completion of Landlord's Work shall be moved forward by one (1) day and specifically excluding any claim of Tenant Delay arising prior to the date of this First Amendment pursuant to the releases provided in Section 4 of this First Amendment below). Landlord shall provide written notice to Tenant promptly upon the occurrence of substantial completion of Landlord's Work as set forth above (the "Landlord's Work Completion Notice") and upon receipt of such Landlord's Work Completion Notice, the Parties' shall promptly schedule and perform a walk-through inspection of Landlord's Work in the Premises to identify any "punchlist" items all in accordance with and pursuant to Section 1.6 of Exhibit D to the Lease. All Basic Rental and ▇▇▇▇▇▇ has accepted possession ▇'s Proportionate Share of the Premises, Tenant Estimate of the Direct Costs for the period commencing on the Commencement Date through the last day of the first (1st) full month following the Commencement Date (less any amounts of Basic Rental and Direct Costs already received by Landlord including pursuant to Article 1(J) of the Lease) shall be deemed due and payable by Tenant to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any Landlord within five (5) business days after ▇▇▇▇▇▇'s receipt of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLandlord's Work Completion Notice.

Commencement Date. (a) Upon The Commencement Date of the Effective Date, the terms and provisions hereof Lease shall be fully binding on Landlord and Tenant prior to the occurrence earlier of the date on which: (i) Tenant takes possession of any portion of the Premises in order to conduct business thereon; (ii) the Premises would have been Ready for Occupancy but for Tenant Delays (as defined in the Improvement Agreement attached hereto as Exhibit B); or (iii) the Premises are Ready for Occupancy, but, in the case of (ii) and (iii), in no event before the Estimated Commencement Date. The Term Premises shall be deemed “Ready for Occupancy” on the date of substantial completion (as defined herein) of all Landlord’s Work to be constructed by Landlord in the Premises (but not the Cafeteria and Fitness Center, which Tenant acknowledges shall not be substantially completed until after the Commencement Date), except for punchlist items which do not prevent Tenant from using the Premises for the Permitted Uses. Tenant shall, within ten (10) days after receipt of demand, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as Exhibit C acknowledging the actual Commencement Date of this Lease Lease. For purposes of this Lease, “substantial completion’ shall commence on mean the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on date by which all of the Expiration Date. Except as otherwise expressly provided following have occurred: (i) Landlord has substantially completed the Landlord’s Work (other than the Cafeteria and the Fitness Center) in Section 2.2(b), if accordance with Exhibit B of this Lease; (ii) Landlord does not tender has delivered possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord’s Work (other than the Cafeteria and the Fitness Center) to Tenant; and (iii) Landlord tenders possession has obtained a temporary certificate of occupancy from the appropriate governmental authorities required for the legal occupancy of the Premises to by Tenant. Landlord Notwithstanding anything to the contrary contained in this Lease, if the Cafeteria and Fitness Center are not Ready for Occupancy by October 1, 2002 (which date shall be deemed subject to have tendered possession extension for Tenant Delays and up to ninety (90) days of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, Force Majeure Delays (as defined in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(bExhibit B), no failure to tender possession of for each day thereafter that either the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (Cafeteria or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will Fitness Center are not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the PremisesReady for Occupancy, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any receive as a credit against Base Rent (as defined in Section 3.1 below) liquidated damages in the amount of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementFive Hundred Dollars ($500.00) per day.

Commencement Date. (a) Upon the Effective DateSubject to Sections l.C and ▇.▇ below, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the commencement date (“Commencement Date. The Term of ”) for this Lease shall commence on is the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on date set forth in the Expiration DateSchedule. Except as otherwise expressly provided in Section 2.2(b)Notwithstanding the foregoing, if Landlord does not tender fails to deliver possession of the portion of the Premises consisting of Building C to Tenant on or before any specified date, the Commencement Date vacant and otherwise in the condition required hereunder for any reason whatsoeverreason, Landlord shall not be liable for any damage thereby, then (i) this Lease shall not be void or voidable therebyby either party, (ii) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (iii) the Term shall not commence until Landlord tenders possession Commencement Date with respect to the portion of the Premises to Tenant. Landlord consisting of Building C shall be deemed revised to have tendered mean the date on which Landlord delivers possession of the Premises Building C to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, vacant and otherwise in the condition required by hereunder, and the Termination Date shall remain unchanged. Tenant acknowledges and agrees that, notwithstanding anything to the contrary in this Lease, its rights under this Lease with respect to Building C are subject and available for Tenant’s occupancy. Except as otherwise expressly provided subordinate in Section 2.2(b), no failure all respects to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) the option of AMAT (as hereinafter defined) to extend the term of the AMAT Lease (as hereinafter defined) with respect to Building C its set forth in Section 31 of the AMAT Lease, and (ii) any delay other agreement between Landlord and AM4T to extend the term of the AMAT Lease with respect to Building C whether or not reflected in the delivery of AMAT Lease or entered into after the date hereof and prior to March 1 , 2003. Landlord will use commercially reasonable efforts to regain possession of Building C in the Premises event that the term of the AMMAT Lease with respect to Tenant which results from any Tenant Delay Building C is not extended as provided in subpart (i) or (ii) hereof for any delay by reason whatsoever and Vitria (as hereinafter defined) or any other occupant remains in occupancy following termination of the Vitria Sublease (as hereinafter defined) or the AMAT lease as to Building C, including the initiation of unlawful detainer proceedings. In the event the term of the AMAT Lease with respect to Building C is not extended for any reason whatsoever and Landlord fails to deliver possession of Building C vacant and otherwise in the performance condition required hereunder within ninety (90) days after the estimated Commencement Date for Building C set forth in Item 10 of Landlord’s Post- Commencement Work or any Punch List Items relating the Schedule, then Tenant may, by written notice to Landlord’s Pre-Commencement Work, terminate this Lease with respect to Building C only. Once Upon any such termination. Landlord shall promptly return to Tenant S 146,696.30 representing the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession portion of the PremisesInitial Security Deposit applicable to Building C. Upon request from Tenant. Landlord agrees to promptly inform Tenant as to whether the AMAT Lease has been extended. In the event that the AMAT Lease is extended as set forth in subparts (i) or (ii) above, Tenant or this Lease is otherwise terminated as to Building C as expressly set forth in this Lease, references in this Lease to “Building C” shall be deemed to have done so when Tenant first moves deleted, “Premises” and “Building” shall not include Building C, and the square footage, the Base Rent and other rental amounts, Tenant’s Property and/or any Proportionate Share, the number of its personnel into parking spaces, the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementInitial Security Deposit and other similar amounts shall be proportionately reduced.

Commencement Date. The date of commencement for the Additional Space (athe "Additional Space Commencement Date") Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and the date of substantial completion of Landlord's Work, as hereinafter defined, in the Additional Space, which is projected to be three (3) months from Landlord's receipt of final approved Working Drawings, as hereinafter defined, or such earlier date as Tenant prior to the occurrence takes possession or commences use of the Commencement DateAdditional Space for any purpose other than construction. The Term of this Lease shall commence on the Additional Space Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on and the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession commencement of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord rental payment hereunder shall not be liable extended or delayed for any damage thereby, this Lease shall not be void or voidable thereby, period of time that substantial completion of Landlord's Work and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Additional Space is delayed beyond that date which is three (3) months from Landlord's receipt of final approved Working Drawings, as hereinafter defined, by any reason of: (i) special work, changes, alterations or additions required or made by Tenant which results from any Tenant Delay or in the Additional Space; (ii) delays and/or default on the part of Tenant in submitting on a timely basis any delay by Landlord in plans and/or specifications, supplying information, approving plans, specifications or estimates, or giving authorizations required hereunder or otherwise for the performance completion of Landlord’s Post- 's Work; and/or (iii) delays otherwise caused in whole or in part by Tenant. However, in no event shall the Additional Space Commencement Date and the commencement of rental payment hereunder be later than July 1, 2000. The foregoing notwithstanding, if the Additional Space shall not be substantially complete and the Tenant shall not have taken possession or commenced use of the Additional Space on or before the date which shall be one hundred fifty (150) days from the date Landlord commences construction of Landlord's Work or as herein defined, as such date may be extended by the number of days, if any, of any Punch List Items relating (i) Tenant Delays, as herein defined; (ii) Force Majeure delays; and/or (iii) any other delays pursuant to Landlord’s Pre-Commencement Work. Once this Section, then Tenant shall receive a credit at the next monthly rent payment date equal to ninety five dollars ($95) for each business day the Commencement Date is determineddelayed beyond such one hundred fifty (150) day period, Landlord as such may be extended. "Force Majeure" means, with respect to the occurrence of a specified date or event, any and Tenant shall execute an agreement stating all events beyond the reasonable control of Landlord, including, without limitation, strikes, lockouts, acts of God, enemy actions, civil commotion or war, casualties and governmental actions, but excluding lack of funds, which events delay the occurrence of the specified date or event in question. If the Additional Space Commencement Date occurs on any day other that the first day of a month, then the Basic Rent will be pro-rated on a daily basis (i.e., annual rental divided by 365 days, or 366 days in a leap year). As of the Additional Space Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant Additional Space shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any be a part of its personnel into the Premises and/or commences construction, except to demised under the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof The term of this Lease shall be fully binding on Landlord and Tenant prior to the occurrence of period specified in Section "1.2" hereof as the "Lease Term". The "Rent Commencement Date. The Term " of this Lease shall commence on the Commencement Date andearlier of (a) the opening for business or (b) six (6) months after the date when Landlord delivers the Building Pad to Tenant provided Landlord has substantially completed all other site work as set forth on Exhibit "L" by the end of such six (6) month period, unless sooner terminated Landlord is prevented by Tenant's failure to complete Tenant's Work as set forth on Exhibit "T", in which event Tenant shall commence paying rent at the end of such six (6) month period notwithstanding that Tenant may not have completed Tenant's Work or extended as hereinafter providedopened for business. Landlord will complete Landlord's Work when Tenant has completed such work to enable Landlord to complete its work. If Landlord's Work is not substantially complete by the end of the six (6) month period, not due to Tenant's fault, the Rent Commencement Date, shall end on be extended until Landlord's Work is substantially complete. If Tenant's building is not complete by the Expiration Rent Commencement Date. Except as otherwise expressly , Tenant shall commence paying rent and all other charges subject to the provisions of this Section 3.1 (a) and the failure to have the building completed shall not be an Event of Default, unless the Tenant's building is not completed by the date provided in Section 2.2(b)3.3(a) below, (b) Upon the Rent Commencement Date, if Landlord does not tender possession the Tenant shall (i) be obligated to commence payment of Minimum Rent, Additional Rent and all other charges required to be paid by the Premises to Tenant on or before any specified dateunder this Lease, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession all of the Premises to Tenant. Landlord which shall be deemed to have tendered possession be additional rent and (ii) be required to perform all obligations required to be performed by the Tenant under the terms of the Premises Lease (in addition to the obligations required to be performed by the Tenant upon the giving of notice by Landlord prior to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date).  (c) for (i) any delay in As soon as may be convenient after the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Rent Commencement Date is has been determined, Landlord and Tenant shall execute an agreement stating agree to join with each other in the execution of a Commencement DateCertificate, in the form set forth on Exhibit "C". The Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination specified term of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant this Lease shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized stated in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementsaid Commencement Certificate.

Commencement Date. (a) Upon April 1, 1997, unless the Effective DateCommencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997, the terms and provisions hereof Commencement Date shall be fully binding on thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the occurrence Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement DateDate to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, unless extended or sooner terminated or extended as hereinafter provided, shall end on the Expiration Termination Date, as such dates are respectively defined herein. Except Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as otherwise expressly provided that term is defined in Section 2.2(b9(e), if Landlord does not tender possession ) without accepting delivery of all of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable therebyLeased Premises, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord Commencement Date for such portion shall be deemed to have tendered possession the date of such acceptance of all of the Premises Leased Premises; provided, however, that if Tenant elects to Tenant upon the giving so accept delivery of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession a portion of the Premises Leased Premises, then commencing on the date which is 30 days after such acceptance, it will be obligated to Tenant pay Base Rent on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement the occupied portion of the Commencement Date (or Leased Premises in an amount equal to the Base Rent Commencement Date) for (i) any delay specified in Exhibit B to the delivery Lease, multiplied by a fraction, having as its numerator the number of possession rentable square feet contained within the portion of the Leased Premises to Tenant which results from any Tenant Delay or (ii) any delay so occupied by Landlord in Tenant, and having as its denominator the performance number of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” rentable square feet contained within the meaning of Section 223-a of the New York Real Property Law or any successor Requiremententire Leased Premises.

Commencement Date. This Lease shall be effective and in full force upon execution by the parties hereto. The Lease Term begins and the first Rent is due on the "Commencement Date" which shall be the earlier of: (ai) Upon one hundred twenty (120) days after written notice to Tenant by Landlord in accordance with this Lease that Landlord's Work is substantially complete in accordance with the Effective DateHandbook (as hereinafter defined) and the Premises are available to Tenant ready for Tenant's Work, or (ii) the date Tenant opens for business in the Premises; however, Tenant shall otherwise comply with the terms hereof as of the date the Premises are available to Tenant ready for Tenant's Work and provisions hereof Tenant covenants and agrees to commence Tenant's Work within thirty (30) days after Landlord gives such notice to Tenant that the Premises are available to Tenant for Tenant's Work (but not prior to receipt by Tenant of approval of Tenant's Working Drawings as provided in the Handbook). Tenant's failure to commence the Tenant's Work by the date which is thirty (30) days after the date of Landlord's notice to Tenant as set forth in clause (i) of this subsection 1.1(i), Tenant's cessation of the Tenant's Work for a period in excess of thirty (30) days after commencement thereof, or Tenant's failure to open for business by the date which is sixty (60) days after the Commencement Date shall, upon the occurrence of any of such events, constitute a default for which Tenant shall receive written notice from Landlord and thirty (30) days within which to cure such default and no other or further notice and cure period shall be fully binding applicable (notwithstanding any other provision of this Lease to the contrary); provided further, however, Tenant agrees that Tenant shall cooperate with Landlord to effect a joint opening of the Shopping Center, and in connection therewith, Landlord shall give notice to Tenant of the "Grand Opening Date" of the Shopping Center on the date upon which the Premises are delivered by Landlord to Tenant and, if such Grand Opening Date shall be a date subsequent to the date set forth in clause (i) of this subsection (i.e., later than the date which is 120 days after the date the Premises are delivered to Tenant), Tenant shall delay the opening of its business from the date Tenant otherwise would have been ready to open for business or required to open for business under the provisions of this subsection, and Tenant shall open for business on such Grand Opening Date designated by Landlord, and such Grand Opening Date in such circumstances shall be the Commencement Date under this Lease (including for the purposes of commencement of payment of Rent); provided further, however, in the event the date set for the Grand Opening Date is later than the date which is one hundred twenty (120) days after the date upon which the Premises are delivered by Landlord to Tenant, Tenant shall be permitted to delay commencement of the Tenant's Work, at Tenant's sole option, to the date which is one hundred twenty (120) days prior to the occurrence of the Commencement scheduled Grand Opening Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be responsible or liable to Tenant or those claiming by, through or under Tenant for any loss or damage thereby, this caused by or resulting from a delayed Commencement Date and opening for business by reason of Landlord's efforts to effect a joint opening of the Shopping Center. In no event shall Tenant open for business before Landlord opens the Shopping Center to the public. This Lease shall not be void or voidable thereby, and automatically terminate in the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that event the Premises are vacantnot available to Tenant ready for Tenant's Work within three (3) years after the date of this Lease. In the event Landlord fails to so deliver the Premises and this Lease is terminated, Landlord shall reimburse Tenant for the actual, reasonable costs incurred by Tenant in connection with the condition required by preparation of this Lease and available for Tenant’s occupancythe Premises, not to exceed $100,000.00. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall agree to execute an agreement stating that certain "Delivery of Possession Date Certificate" and "Opening and Termination Date Declaration" included in the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination Handbook of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementInformation.

Commencement Date. Landlord shall prepare the Premises for Tenant's occupancy in accordance with the Plans and Specifications. Landlord's preparation of the Premises (a"Landlord's Work") Upon shall be performed by Landlord's contractors and the Effective Tenant Improvement Allowance shall be applied against the cost thereof as provided in paragraph 2.5 hereof. Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. Taking of possession by Tenant of the whole or any part of the Premises shall establish the Commencement Date as specified in the definition of that term and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Such taking of possession shall further establish that the Premises are in good and satisfactory condition when possession was so taken and the Commencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's architect or general contractor shall be conclusive. If on the Commencement Date, the terms and provisions hereof shall Punch List Work remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. The Term Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of Landlord. Notwithstanding anything to the contrary herein contained, if the Commencement Date shall not have occurred by the date ("Last Construction Completion Date") which IS [SEVEN (7)] months after the date of this Lease for any reason other than delays caused by Tenant or delays attributable to force majeure (see paragraph 6.8), then Tenant shall commence have the right to terminate this Lease, exercisable by giving Landlord a written thirty (30) day termination notice on or after the Last Construction Completion Date and on or before the date which is fourteen (14) calendar days after the Last Construction Completion Date, time being of the essence in respect of Tenant's giving said notice. If the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant occur on or before any specified datethe thirtieth (30th) day following Landlord's receipt of such notice, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord 's termination notice shall be deemed null and void and of no further force or effect. Notwithstanding anything to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, contrary in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b)foregoing contained, no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There there shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any if delay in the delivery of possession of the Premises Substantial Completion shall be due to any change required by Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord Plans and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementSpecifications.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) Upon the Effective Date, date Tenant has received the terms certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and provisions hereof shall be fully binding on Landlord and Tenant prior of Tenant's Space Planner that the Premises have been substantially completed pursuant to the occurrence of Tenant Improvement Plans; and (c) the Commencement Date. The Term of this Lease shall commence date on the Commencement Date andwhich Landlord has secured all necessary certificates, unless sooner terminated or extended as hereinafter providedauthorizations, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of occupy the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except . If and to the extent that Tenant is authorized Delay (as defined in the Work Letter) shall be the sole cause of delay of the Commencement Date to a date subsequent to that on which the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease or by shall be deemed to be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord’s agreement 's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to do any agree as to the date of such substantial completion of the foregoing without being deemed entire Premises, such matter shall be determined in accordance with Paragraph 3.E. hereof. Landlord shall provide Tenant with at least sixty (60) days prior written notice of the anticipated substantial completion of the entire Premises and Building as described in Paragraph 3.B. and a second written notice on the date which Landlord claims as the actual substantial completion date for the Premises which shall be sixty days prior to have accepted possession the Commencement Date. Landlord shall from time to time during construction on the Premises provide Tenant with at least sixty (60) days prior written notice of the anticipated substantial completion date of each full floor portion of the Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. The provisions of this Section 2.2 are intended to constitute “an express provision to After the contrary” within the meaning of Section 223-a actual substantial completion date asserted by Landlord for any floor of the New York Real Property Law or any successor RequirementPremises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled to take possession of such floor and occupy it for Tenant's business without charge, except for Landlord's ascertainable out-of-pocket costs for those services specified in Paragraphs 8.A.(i) and (iii) and 8.A.(x) (if Tenant is the only tenant in the Building and additional security is required because of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in question.

Commencement Date. The Term will begin on the "Actual Commencement Date". The "Actual Commencement Date" is scheduled to be around the Initial Commencement Date set forth in the Data Section, or unless Landlord is delayed in completing any Landlord's "Initial Fit-Out Work" (a) Upon defined in paragraph 3.04). In the Effective Datecase of any such delay, the terms and provisions hereof Actual Commencement Date shall be fully binding on Landlord and Tenant prior the Initial Commencement Date extended to the occurrence of the Commencement Date. The Term of this Lease shall commence date on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until which Landlord tenders possession of the Leased Premises to Tenant, in substantially the condition promised to Tenant (for example - as-is & broom clean and/or with substantial completion of Landlord's Initial Fit-Out Work - as may be set forth in other provisions of this Lease regarding the condition of the Leased Premises upon delivery to Tenant). The Actual Commencement Date of this Lease shall be subject to the following conditions all being satisfied. (1) Landlord shall have performed and made the Leased Premises available to Tenant or its occupancy for Tenant's exclusive use and possession; (2) Landlord has substantially completed the work pursuant to the work and drawings to be approved by Tenant pursuant to Exhibit C - Landlord's Initial Fit-Out Work; (3) A Certificate of Occupancy permitting the occupancy by Tenant of the Leased Premises for its permitted use has been issued by the applicable governmental authority; (4) Landlord has provided that all building systems serving the Leased Premises are in good operating condition and (5) Landlord shall obtain and deliver to Tenant an executed Agreement in recordable form executed by the existing Mortgagee granting the subordination and non-disturbance agreement in form and content reasonably similar to the attached. Landlord shall be deemed use reasonably diligent efforts and proceed with due diligence to have tendered possession complete the construction of the Building and Leased Premises and obtain a Certificate of Occupancy for the Building and for the Leased Premises by the Initial Commencement Date of around December 20, 2002. In the event that Landlord has not completed the Landlord's Initial Fit-Out Work by January 31, 2003, Tenant, at its sole option, shall have the right to Tenant upon terminate the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results released from any Tenant Delay or (ii) any delay further obligations by notifying Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating within 15 days thereafter. This termination right is subject to Landlord’s PreExhibit C, specifically regarding Tenant's obligation to deliver Landlord approved Initial Fit-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementOut Plans.

Commencement Date. The "Initial Term" shall be for a period of five (5) Lease Years (as such term is defined hereinbelow), unless sooner terminated as provided herein. The Initial Term shall begin on the date (the "Commencement Date") that is the earlier to occur of: (i) one hundred-eighty (180) days from: (a) Upon the Effective DateDelivery Date (as such term is defined hereinbelow); or (B) the date Tenant opens for business to the public. As used herein, the terms term: (1) "Lease Term" shall include the Initial Term and provisions hereof shall be fully binding on Landlord and Tenant prior any exercised Option pursuant to the occurrence terms of Section 2.B hereof; (2) "Lease Year" shall mean each successive twelve (12) month period occurring during the Lease Term or any extension or renewal thereof, provided if the Commencement Date is not the first day of a month, then the first Lease Year shall also include the balance of the month in which the Commencement Date. The Term of this Date occurs, so that the first "Lease Year" shall commence begin on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall and end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession last day of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord twelfth (12th) full calendar month thereafter; and (3) the "Delivery Date" shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession date of the Premises later to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for occur of: (i) any delay in the delivery of possession full execution of the Premises to Tenant which results from any Tenant Delay or Lease by both parties (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted ▇'s receipt of a copy of the same); (ii) Tenant's receipt of all keys required for ▇▇▇▇▇▇'s possession of the Premises; or (iii) Landlord's substantial completion of Landlord's Work (as such term is defined in Section 4 hereof). Within thirty (30) days after the Commencement Date, Landlord shall provide to Tenant, and Tenant and Landlord shall execute, a Commencement Date Agreement setting the Commencement Date and the expiration date of the Initial Term in the form attached hereto as Exhibit D. If Tenant occupies the Premises prior to the Commencement Date, such early occupancy shall be deemed subject to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any all of the foregoing without being deemed to have accepted possession of the Premises. The provisions terms and conditions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease.

Commencement Date. (a) Upon From and after the Effective Date, the terms and provisions hereof of this Lease shall be fully binding on Landlord and Tenant Tenant, including prior to the occurrence of the Commencement Date. The Term of this Lease . (b) Tenant shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender take possession of the Premises to Tenant on or before any specified dateupon the Commencement Date; provided, for any reason whatsoeverhowever, that Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, provide Tenant with access and the Term shall not commence until Landlord tenders possession use of the Premises to Tenant. Landlord shall be deemed to have tendered possession (including, without limitation, use of the Premises common areas, elevators and utilities in accordance with the terms of the Lease) prior to the Commencement Date for the purpose of completing the Tenant upon Improvements, on the giving later of notice by Landlord to Tenant stating that January 1, 2011 or the Premises are vacant, in the condition required by date on which this Lease is fully executed and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunderdelivered. There shall be no postponement of the Commencement Date (or and/or the Rent Commencement Date) for (i) Date due to any delay which results from any Tenant Delay. Notwithstanding anything to the contrary set forth herein, if Landlord fails to grant Tenant access and use of the Premises within sixty (60) days after the Effective Date (“Access Delay”) through no fault of Tenant, the Rent Commencement Date and the Expiration Date shall be extended one day for each day of Access Delay through the day immediately preceding the date on which Landlord provides access and use of the Premises to Tenant. Further, notwithstanding the above to the contrary, in the delivery of possession event Landlord has not provided access and use of the Premises to Tenant which results from any by June 1, 2011, Tenant Delay or shall be allowed to terminate this Lease and receive compensation for ▇▇▇▇▇▇’s architect and legal fees in connection with the Lease. (iic) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedhas been determined by Landlord, Landlord and shall notify Tenant shall execute an agreement stating of the Commencement Date, the Rent Commencement Date Date, the Fixed Rent, the amount of Landlord’s Contribution, ▇▇▇▇▇▇’s Proportionate Share, the Area of the Premises, the Area of the Building and the Expiration Date. Pending the delivery of any such notices, but each of said items shall be as specified in the Basic Lease Provisions. ▇▇▇▇▇▇▇▇’s failure to do so will deliver any of the foregoing notices shall not affect the determination of any of such datesdates or amounts. For purposes If Tenant fails to give Landlord written notice that Tenant contests Landlord’s determination of determining whether ▇▇▇▇▇▇ has accepted possession of the Premisesany information contained in any commencement notice(s) within fifteen (15) days after Tenant receives such commencement notice, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementsuch determination(s).

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior Section 3.1): The earlier to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for occur of: (i) any delay the date upon which Substantial Completion (as herein defined) of the Improvements (as defined in the delivery of possession of Tenant Work Letter attached hereto as Exhibit B (the Premises to "Tenant which results from any Tenant Delay or Work Letter")) has occurred in the entire Premises, and (ii) any delay August 1, 2012 (which August 1, 2012 will be extended by one (1) day for each day Tenant is actually delayed in designing, permitting and constructing the Improvements as a result of an event of Force Majeure (as defined in Section 25.25 hereof) and/or a Landlord Delay (as defined in Section 3.5 of the Tenant Work Letter), but no such extension will continue beyond the date upon which Tenant actually begins to conduct its business in the performance Premises for the permitted use set forth in Section 1.17 of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such datesthis Lease. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession the Commencement Date, "Substantial Completion" of the PremisesImprovements in the Premises shall occur upon completion of the following: (i) a final certificate of occupancy (or its equivalent) has been obtained from the City of Farmers Branch, Texas, and (ii) substantial completion of construction of the Improvements in the Premises in substantial conformance with the Approved Working Drawings (as defined in Section 3.4 of the Tenant Work Letter) has occurred. Notwithstanding the foregoing or anything to the contrary contained in this Lease, Landlord and Tenant hereby acknowledge and agree that Tenant will at Tenant's sole election construct the Improvements in the Premises pursuant to a phased construction schedule and in connection with such phased construction, Tenant shall be deemed have the right to have done so when Tenant first moves Tenant’s Property and/or any commence business from portions of its personnel into the Premises and/or commences construction(the "Early Occupancy Space") during the period (the "Early Occupancy Period") from date of substantial completion of the Improvements (if any) relating to such Early Occupancy Space until the Commencement Date, provided that (a) a temporary certificate of occupancy (or its equivalent or other governmental action (e.g,. a final sign-off by the Building Inspector for the portion of the Improvements) shall have been issued by the appropriate governmental authorities for the Early Occupancy Space (or portion thereof), and (ii) all of the terms and conditions of this Lease shall apply, including Tenant's obligation to pay separately for reserved parking fees pursuant to the Parking Addendum attached as Exhibit C to this Lease, during the Early Occupancy Period (if any), except that Tenant's obligation to pay monthly Base Rent shall be proportionately reduced to equal an amount equal to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any monthly installment of annual rate per rentable square foot (i.e., $1.83) times the foregoing without being deemed to have accepted possession of rentable area (based upon the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” BOMA Standard) within the meaning of Section 223-a of Early Occupancy Space (as the New York Real Property Law or any successor Requirementsame may exist from time to time during the Early Occupancy Period) as mutually and reasonably agreed upon in good faith by Landlord and Tenant.

Commencement Date. The Term shall be for the period of time specified in the Basic Lease Information unless sooner terminated as hereinafter provided. The Term shall commence on the date the Premises are delivered to the Tenant in “substantially completed” condition (aas defined in the Work Letter Agreement), subject to adjustment for “Tenant Delays” as provided in the Work Letter Agreement and shall continue thereafter in full force and effect for the period specified as the Term or until this Lease is terminated as otherwise provided herein; provided, Tenant shall have the option, to be exercised by written notice (“Commencement Date Delay Notice”) Upon to Landlord delivered no later than two (2) days after Tenant has received notice of the Effective date that the Premises will be substantially complete, to delay the commencement of the Term for a period not to exceed thirty (30) days after the date that the Premises are substantially complete (as such date of substantial completion may be adjusted for Tenant Delays as provided in the Work Letter). The date of substantial completion or, if Tenant delivers a Commencement Date Delay Notice, such delayed date, shall be the “Commencement Date”. If the Premises are not substantially completed by September 1, 2008 (the “Outside Date”), Landlord shall use commercially reasonable efforts to make other space in the Building or in other buildings owned by Landlord in the vicinity of the Building, available for Tenant’s use on a temporary basis pending substantial completion of the Premises, at the same base rental rate per rentable square foot as would be payable by Tenant under this Lease. The Outside Date shall be extended by one (1) day for each day of Tenant Delay or Force Majeure delay (as defined in Section 22.15 below). For purposes of this Lease, the terms first “Lease Year” shall mean the period commencing on the Commencement Date and provisions hereof ending twelve (12) months thereafter, except that if the Commencement Date is other than the first day of a calendar month, the first “Lease Year” shall be fully binding mean the period commencing on Landlord the Commencement Date and Tenant prior to ending on the occurrence last day of the twelfth (12th) full calendar month after the Commencement Date. The Term of this Thereafter, the term “Lease Year” shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises mean a period equal to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date twelve (or the Rent Commencement Date12) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementfull calendar months.

Commencement Date. Tenant shall be liable to Landlord for the payment of Rent and any other payment as set forth in the Lease. The “Commencement Date” under the Lease shall be five (a5) Upon business days after the Effective Datelater of (1) date on which the Improvements and Tenant Improvements are Substantially Completed and (2) May 1, 2008; provided, however, in the event Substantial Completion of the Improvements and any Tenant Improvements is delayed due to Tenant Delays, then for purposes of the payment Rent and any other payment required to be made by Tenant pursuant to the Lease, the terms and provisions hereof Commencement Date shall be fully binding that date five (5) business days after the date on Landlord and Tenant prior to which the Improvements would have been Substantially Completed but for the occurrence of such Tenant Delays. If the Improvements are not Substantially Completed but are partially ready for occupancy, Tenant may, but need not, occupy the portion of the Premises that is ready for occupancy, provided such partial occupancy is permitted by applicable law, and in the event of such partial occupancy (other than occupancy necessary to complete the Tenant Improvements), Tenant shall pay to Landlord pro rata Rent based upon the area of the Premises so occupied by Tenant. Such obligation to pay Rent on a proportionate basis shall commence on the date on which Tenant first occupies and takes possession of any portion of the Premises, and shall continue through the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession Tenant’s right to so occupy and utilize a portion of the Premises shall nevertheless be subject to Landlord’s reasonable approval, and throughout such partial occupancy, Tenant on shall fully cooperate with Landlord to facilitate Landlord’s Substantial Completion of any remaining or before outstanding Improvements without any specified dateinterference. If Tenant occupies any portion of the Premises prior to Substantial Completion thereof, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this the provisions of the Lease shall not be void apply to such occupancy or voidable therebyuse of the Premises by Tenant, and except that the Term of the Lease shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.

Commencement Date. (a) Upon the Effective DateSubject to Tenant's performance of its obligations hereunder, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence including, without limitation, its payment of the Commencement Date. The Term sums payable to Landlord under this Article 3, Landlord, on behalf of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter providedTenant, shall end on cause the Expiration Date. Except Initial Leasehold Improvements to be "substantially completed" (as otherwise expressly provided defined below) in Section 2.2(b), if Landlord does not tender accordance with the Approved Plans and possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises delivered to Tenant on or before any specified the date shall affect any other reasonably established by Landlord and announced to Tenant in writing as provided in Section 3.01(d) above (such date, the "Occupancy Date", currently estimated to be during November 1999), subject, however, to the effect of Section 3.03 hereof. The term of this Lease and the obligations of Tenant hereunder. There the parties hereto shall commence on a date (hereinafter referred to as the "Commencement Date") which shall be no postponement the sooner of (a) the date Tenant commences operation of its business in all or any portion of the Premises; or (b) the date that the Initial Leasehold Improvements have been "substantially completed". (b) For purposes of this Article 3, the Initial Leasehold Improvements shall be deemed substantially completed when the Architect certifies to Landlord and Tenant in writing that: (i) the Initial Leasehold Improvements have been completed in accordance with the Approved Plans, subject only to normal punchlist items; and (ii) Landlord, on behalf of Tenant, has obtained a temporary certificate of occupancy from the Town of Wilton permitting the lawful use and occupancy of the Premises for the purposes specified in this Lease. Landlord shall cause such general contractor or subcontractors to complete any outstanding punchlist items reasonably promptly following the Commencement Date. (c) Landlord's obligation to deliver the Premises to Tenant with the Leasehold Improvements substantially completed on or before the Occupancy Date shall be extended by the number of days of delay resulting from any "Force Majeure Delay," "Tenant Delay" (as such terms are defined in Section 3.03) or Landlord delay, subject to the operation of Section 3.03. (d) Landlord agrees to provide Tenant with its estimate of the projected date for the Commencement Date approximately thirty (30) days prior to the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant but such notice shall execute an agreement stating not be a condition for establishing the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement).

Commencement Date. The Term of the Lease shall commence (a"Commencement Date") Upon on the Effective Datefirst day of the first full month following the date on which the Premises are Substantially Complete (as hereinafter defined) except that if Substantial Completion occurs on the first day of a month, the terms and provisions hereof that date shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Term of this Lease Premises shall commence be deemed to be "Substantially Complete" on the Commencement Date earliest of the date on which: (1) Landlord delivers to Tenant an architect's notice of substantial completion, or similar written notice that the Premises are substantially complete and, unless sooner terminated if required, a certificate of occupancy (or extended a reasonably substantial equivalent such as hereinafter provideda signoff from a building inspector or a temporary certificate of occupancy) is issued for the Premises, shall end on or (2) Tenant first occupies all or any portion of the Expiration Date. Except Premises (except for initial fixturing and installation and testing of telecommunications and data processing systems as otherwise expressly provided for in Section 2.2(b25 below). Landlord shall arrange for the construction of certain Tenant Improvements (as defined in the Work Letter attached hereto as Exhibit B), if Landlord does not tender possession any, in accordance with and subject to the terms of the Work Letter. Tenant shall, upon demand after delivery of the Premises to Tenant Tenant, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as Exhibit C, acknowledging (i) the Commencement Date, (ii) the final square footage of time Premises, and (iii) Tenant's acceptance of the Premises. If the Premises are not Substantially Complete on the Estimated Commencement Date as extended by Force Majeure events and delays caused by Tenant's action or before any specified datefailure to act, for any reason whatsoeverthis Lease shall remain in effect, Landlord shall not be liable for subject to any damage thereby, this Lease shall not be void or voidable therebyliability, and the Term Commencement Date shall not commence be delayed until Landlord tenders possession of the date the Premises to Tenantare Substantially Complete. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating has determined that the Premises are vacant, in the condition required by this Lease and available acceptable for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord 's use and Tenant shall execute an agreement stating the Commencement Dateacknowledges that, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether except as may be expressl▇ ▇▇▇▇▇▇ rwise provided in this Lease, neither Landlord nor any broker or agent has accepted possession made any representations or warranties in connection with the physical condition of the Premises, Premises or their fitness for Tenant's use upon which Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or has relied directly or indirectly for any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementpurpose.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior Notwithstanding anything to the occurrence of contrary contained in the Commencement Date. The Term of this Lease Lease, Tenant shall commence on have an ongoing option (the "Acceleration Option") to accelerate the Commencement Date of all or any portion of Increment 4 that is not then subject to a lease or any right of first offer, right of first refusal, renewal or extension option, or any other right or option in favor of any other party. Tenant shall exercise the Acceleration Option by providing Landlord with notice thereof (each, an "Acceleration Notice"), in which Tenant shall designate the location and rentable square footage of the Increment 4 space requested by Tenant (the "Accelerated Increment 4 Space") and the commencement date with respect to Tenant's lease thereof (which shall not be less than 90 days from the date of Tenant's notice nor more than 120 days from the date of Tenant's notice). Tenant shall have no right to designate any Accelerated Increment 4 Space that is not then separately demised as a leaseable unit of space, nor may Tenant designate as Accelerated Increment 4 Space less than the entire rentable area of any floor of the Building (or less than the entire rentable area on the north or south wing of any floor) if such floor (or wing) is not then constituted as a multi-tenant floor (or wing) (i.e., if the entire rentable area of any floor or wing is available for lease, Tenant's Acceleration Notice shall apply to all, and not less than all, of the entire rentable area of such floor or wing), unless in each such case Tenant, at Tenant's sole cost and expense, performs all work necessary to separately demise the Accelerated Increment 4 Space and to create entrances to the remaining leasable units of space on such floor or wing, and, unless sooner terminated to the extent not then existing, to create a multi-tenant corridor on such floor or extended wing so that the entrances to the remaining leasable units of space are accessible. In addition, if Tenant shall designate as hereinafter provided, shall end Accelerated Increment 4 Space less than the entire rentable area of any floor of the Building (or less than the entire rentable area on the Expiration Date. Except as otherwise expressly provided in Section 2.2(bnorth or south wing of any floor), by notice to Tenant given within ten (10) Business Days after Landlord's receipt of tenant Acceleration Notice, Landlord shall have the right to nullity Tenant's exercise of its Acceleration Option if the remaining space on such floor or wing, as applicable, would be of such size or configuration as not to be reasonably leasable by Landlord, as reasonably determined by Landlord. If Landlord is delayed delivering possession of the Accelerated Increment 4 Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space, and the commencement of the term for the Accelerated Increment 4 Space shall be postponed until the date Landlord delivers possession of the Accelerated Increment 4 Space to Tenant free from occupancy by any party. If Tenant exercises the Acceleration Option granted herein, Landlord shall use reasonable efforts to deliver the Accelerated Increment 4 Space to Tenant on the stated availability date for the lease thereof. Tenant acknowledges that Landlord does not tender possession guarantee that the Accelerated Increment 4 Space will be available on the stated availability date for the lease thereof, if the then existing occupants of the Premises to Tenant on Accelerated Increment 4 Space shall hold over, or before any specified date, delivery is delayed for any other reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable therebybeyond Landlord's reasonable control, and in such event, as Tenant's sole recourse, the Term term of the Lease as respects the Accelerated Increment 4 Space shall not commence until Landlord tenders possession delivers the same to Tenant; provided, however, that if Landlord shall not deliver the Accelerated Increment 4 Space to Tenant within ninety (90) days of the Premises to Tenant. Landlord stated availability date for the lease thereof, as such ninety (90) day period shall be deemed extended for any delay due to have tendered possession Limited Force Majeure (as defined in Section 4 of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(bLease), no failure Tenant shall have the right to tender possession terminate its lease of the Premises Accelerated Increment 4 Space by notice thereof to Tenant on or before any specified date shall affect any other obligations Landlord given within ten (10) Business Days after the expiration of Tenant hereundersuch ninety (90) day period as so extended. There shall be no postponement of Upon Tenant's election to lease the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedAccelerated Increment 4 Space, Landlord and Tenant shall execute promptly enter into an agreement stating amendment to the Commencement DateLease (including modification of the Premises Table set forth in Section 1.02 of the Lease, and Schedule 1 and Section 1.04 of the Lease, as appropriate in each case), adding such Accelerated Increment 4 Space to the Premises at the Rent and on the other terms and conditions applicable to Increment 4 as set forth in the Lease, except as expressly provided above, and except further that (i) the Rent Commencement Date and Expiration Date, but shall be ninety (90) days after the failure to do so will not affect the determination Commencement Date of such dates. For purposes Accelerated Increment 4 Space, (ii) the Allowance for the Accelerated Increment 4 Space shall be pro-rated to reflect the Lease Term with respect to the Accelerated Increment 4 Space as set forth on Schedule 3 attached hereto, and (iii) pursuant to clause (ii) of determining whether ▇▇▇▇▇▇ has accepted possession Section I.F. of the PremisesWork Letter, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except in addition to the extent that Allowance, and not as a deduction therefrom, Landlord shall reimburse Tenant is authorized in this Lease or by Landlord’s agreement up to do any Two and 5011 00 Dollars ($2.50) per rentable square foot of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementAccelerated Increment 4 Space.

Commencement Date. (a) Upon the Effective DateAs herein used, the terms and provisions hereof phrase “commencement date” shall mean the earlier of: (i) the day Tenant opens for business in the demised premises, or (ii) one hundred twenty (120) days after Landlord has delivered to Tenant possession of the demised premises as same are to be fully binding on substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the demised premises to Tenant with Landlord’s Work (as set forth on Exhibit “B”, attached hereto and made a part hereof) completed between July 1, 2006 and October 15, 2006 (the “Delivery Period”). Landlord shall give Tenant notice (the “Estimated Delivery Notice”) no later than July 1, 2006 of the status of Landlord’s construction and the estimated date that Landlord shall deliver the Premises to Tenant with Landlord’s Work substantially completed (the “Estimated Delivery Date”). Landlord may, but is under no obligation, to revise the Estimated Delivery Date any time prior to thirty (30) days prior to the occurrence Estimated Delivery Date (the “Final Delivery Notice Date”), by which time Landlord shall have given Tenant a final notice (the “Final Delivery Notice”) of a firm delivery date (the “Final Delivery Date”) upon which the Landlord’s Work shall be substantially completed and the demised premises delivered to Tenant. Upon the sending of the Commencement Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. However, if Landlord has not delivered a Final Delivery Notice by the Final Delivery Notice Date, then the Estimated Delivery Notice shall be the Final Delivery Notice and the Estimated Delivery Date shall be the Final Delivery Date. The Term Final Delivery Date shall not be earlier than (i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration DateDelivery Period. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of deliver the Premises demised premises to Tenant as required herein by October 15, 2006, Tenant may defer delivery until January 2, 2007. If Landlord does not deliver the demised premises to Tenant thereafter on or before July 1, 2007, Tenant may terminate this Lease. Notwithstanding the foregoing, if Landlord’s failure to deliver the demised premises to Tenant on or before any specified dateJuly 1, 2007 is due to an event of force majeure which occurs on or after May 1, 2007, Tenant may not exercise its right to terminate the Lease pursuant to this Section 3(a) for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and an additional ninety (90) day period. In the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating event that the Premises demised premises and Landlord’s Work are vacant, in the condition required by this Lease not substantially completed and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises delivered to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There the Final Delivery Date, the minimum rent due hereunder shall be no postponement of the Commencement Date (or adjusted so that, after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) for (i) any delay in day of minimum rent for each day after the Final Delivery Date until delivery of the demised premises is made to Tenant consistent with the terms of this Lease, including substantial completion of the Landlord’s Work (“Late Delivery Credit”). In the event Landlord does not provide to Tenant a Final Delivery Notice as required herein and the demised premises and Landlord’s Work is not substantially completed and delivered to Tenant on or before the Final Delivery Date, the Late Delivery Credit shall not exceed One Hundred Fifty Thousand Dollars and 0/00 ($150,000.00). Tenant shall not be obligated to accept possession of the Premises demised premises prior to Tenant which results from any Tenant Delay or the later of (iia) any delay by Landlord in the performance substantial completion of Landlord’s Post- Commencement Work Work, (b) the first day of the Delivery Period and (c) the Final Delivery Date. Time is of the essence regarding all dates set forth in this Section 3(a). Landlord shall obtain a certificate of occupancy or any Punch List Items relating to completion, permit or the local equivalent that is required for Landlord’s Pre-Commencement Work. Once Work at the Commencement Date is determined, Landlord demised premises so that Tenant may obtain a building permit for Tenant’s Work and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession commence performance of the Premises, Tenant same. (b) Possession of the demised premises shall not be deemed to have done so when been given to Tenant first moves unless the demised premises are ready for the installation of Tenant’s Property and/or fixtures and finishing work by Tenant, and are free of any violation of its personnel into laws, ordinances, regulations and building restrictions relating to the possession or use of or construction upon the demised premises, and until Landlord has substantially completed Landlord’s Work. Tenant shall supply Landlord with Tenant’s prototypical plans and specifications, and Landlord shall prepare plans and specifications for the Premises and/or commences constructionat Landlord’s expense, except for Tenant’s approval. All such Landlord’s Work shall be done at Landlord’s expense and in compliance with all applicable federal, state and local laws, rules, regulations and code requirements. Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord’s Work at the demised premises as part of Landlord’s Work. (c) Prior to the extent date on which possession is delivered to Tenant as aforesaid, Tenant shall have the right to enter the demised premises at its own risk rent-free for the purpose of preparing for its occupancy, installing fixtures and equipment, and receiving merchandise and other property, provided that Tenant is authorized in this Lease or by it does not unreasonably interfere with Landlord’s agreement construction activities. All work other than that to do any of be performed by Landlord is to be done by Tenant within ninety (90) days after the foregoing without being deemed to have accepted date possession of the Premises. The demised premises has been delivered to Tenant, at Tenant’s expense in accordance with the provisions of this Section 2.2 Lease and as set forth in the schedule entitled Description of Tenant’s Work and attached hereto as Exhibit “C” and made a part hereof. All Tenant’s Work shall be performed lien free by Tenant, in a good and workmanlike manner (employing materials of good quality) in compliance with all governmental requirements. In the event a mechanic’s lien is filed against the demised premises or the Shopping Center on account of Tenant’s Work, Tenant shall discharge or bond off same within ten (10) days from the filing thereof. If Tenant fails to discharge said lien, Landlord may bond off or pay same without inquiring into the validity or merits of such lien, and all sums so advanced shall be paid on demand by Tenant as additional rent. (d) From the date upon which the demised premises are intended delivered to constitute “an express provision to Tenant for its work until the contrary” within the meaning of Section 223-a commencement date of the New York Real Property Law or lease term, Tenant shall observe and perform all of its obligations under this Lease (except Tenant’s obligation to operate and pay minimum rent, percentage rent and “Tenant’s Proportionate Share” (defined in Section 16(c) below) of “Maintenance Costs” (defined and provided for in Section 16(b) hereof) “real estate taxes” (defined and provided for in Section 28(b) hereof) and insurance (provided for in Section 28 hereof). In the event Tenant fails to open for business within one hundred twenty (120) days after the date possession of the demised premises has been delivered to Tenant, Landlord, in addition to any successor Requirementand all other available remedies, may require Tenant to pay to Landlord, in addition to all other rent and charges herein, as liquidated damages and not as a penalty, an amount equal to one-three hundred sixty five thousandths (1/365) of the annual minimum rent for each day such failure to open continues.

Commencement Date. The commencement date for the Landlord Build Premises (the “Landlord Build Premises Commencement Date”) shall occur on the later of (a) Upon December 1, 2018, or (b) subject to the Effective terms of Exhibit D hereto, sixty (60) days following the Substantial Completion of the Landlord’s Work (as such terms are defined in the Work Letter attached as Exhibit D hereto), such sixty (60) day period being referred to herein as the “Tenant Build Out Period”) . The commencement date for the First Floor South Wing Premises (the “First Floor South Wing Premises Commencement Date”) shall occur on the earlier of (a) the date on which Tenant occupies the First Floor South Wing Premises and begins conducting business therein, or (b) December 1, 2018. The phrase “begins conducting business” (and other phrases of similar import) shall not include use of the applicable portion of the Premises by Tenant solely for the storage, construction, staging or the construction or installation of Tenant’s Work by Tenant pursuant to Exhibit D of this Lease. As used herein, the term “Commencement Date” shall mean the date on which both the First Floor South Wing Premises Commencement Date and the Landlord Build Premises Commencement Date have occurred. Notwithstanding the foregoing, if Tenant desires to begin conducting business in all or any part of the First Floor South Wing Premises, the First Floor North Wing Premises, the Fifth Floor Premises, or the Sixth Floor Premises after the same are ready for occupancy but prior to December 1, 2018 (the applicable portion of the Premises being referred to herein as the “Early Occupancy Space”), then Tenant shall have the right to commence such business operations therein by providing written notice to Landlord prior to such use; provided, however, that (1) Tenant shall commence paying Rent hereunder; provided, however, that the Rent due hereunder shall be prorated based on a fraction the numerator of which is the Rentable Area of the Early Occupancy Space and the denominator of which is the Rentable Area of the Premises; (2) such use shall otherwise be in strict accordance with all of the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term conditions of this Lease Lease; and (3) such use shall commence on not accelerate the Commencement Date andhereunder. For the avoidance of doubt, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), Tenant acknowledges and agrees that if Landlord does not tender possession of the Premises Tenant exercises its right to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, business in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b)First Floor South Wing Premises, no failure the First Floor North Wing Premises, the Fifth Floor Premises or the Sixth Floor Premises, whether concurrently or serially, prior to tender possession of December 1, 2018, then the first date on which Tenant so operates within the entire Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of constitute the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementhereunder.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence 2.2.1 The Commencement Date listed in Section 1 of this Lease represents an estimate of the actual Commencement Date. The Term actual Commencement Date shall be the first to occur of the following events: (i) three (3) days after Landlord notifies Tenant the Premises are available for Tenant's occupancy in the condition required pursuant to Section 2.1 of this Lease shall commence Lease, or (ii) the date on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender which Tenant takes possession of the Premises to Tenant on or before any for purposes other than completing tenant improvements. If the Commencement Date is later than the estimated Commencement Date specified date, for any reason whatsoever, Landlord shall not be liable for any damage therebyin Section 1 above, this Lease shall not be void or voidable therebyvoidable. If the Commencement Date is a day other than the first day of the calendar month, unless otherwise agreed in writing by Landlord and Tenant, the Term shall not commence until Landlord tenders possession the first day of the Premises to Tenant. Landlord first calendar month staring after the Commencement Date, however all of the other terms and conditions of this Lease (including those regarding the payment of rent) shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant applicable on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for. (i) 2.2.2 Tenant waives any damages which may result from any delay in the substantial completion of the work described in Section 2.1 or delivery of possession of the Premises. If Tenant takes possession of the Premises prior to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating for the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination purpose of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of doing business in the Premises, Tenant shall be deemed Tenant's obligation to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into pay Rent hereunder and to observe and perform all other conditions and agreements hereunder with respect to the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any shall commence on such earlier date of the foregoing without being deemed to have accepted taking possession of the Premises. The provisions Notwithstanding the foregoing, Tenant shall not take possession of this Section 2.2 are intended to constitute “an express provision the Premises prior to the contrary” within Commencement Date for such purposes without Landlord's written permission. 2.2.3 In the meaning of Section 223-a event that substantial completion of the New York Real Property Law Tenant Improvements is delayed by reason of delays caused or any successor Requirementoccasioned by Tenant, this Lease shall commence on the date that this Lease would have commenced had not the completion of Tenant Improvements been so delayed by the Tenant, as reasonably determined by Landlord. 2.2.4 The taking of possession of the Premises by Tenant shall be deemed an acceptance of the Premises and substantial completion by Landlord of the Tenant Improvements. 2.2.5 Promptly after the Commencement Date, Landlord shall complete and send to Tenant the Verification Letter attached to this Lease as Exhibit D. Tenant shall execute and return the Verification Letter to Landlord within fifteen (15) days of receipt.

Commencement Date. (a) Upon The Second Additional Premises Commencement Date and Tenant's obligation to pay rent under the Effective Date, the terms and provisions hereof Seventh Amendment shall be fully binding on governed by Paragraphs 3 and 5 of the Seventh Amendment. However, if there shall be a delay beyond the scheduled Second Additional Premises Commencement Date in the substantial completion of the Improvements as a result of: 7.1 Tenant's failure to submit or revise the Space Plan within the time limits provided herein; 7.2 Tenant's failure to submit or revise the Plans within the time limits provided herein; 7.3 Tenant's failure to approve the Cost Breakdown or to pay the sum specified in Section 5.2 above within the time limits provided herein; 7.4 Tenant's request for Non-Standards, whether as to materials or installation, that extends the time it takes to obtain necessary building permits or other governmental authorizations or extends the time for the construction period; 7.5 Insufficiency of the Plans that extends the time it takes to obtain necessary building permits or other governmental authorizations or changes in the Plans required by the applicable governmental regulatory agencies reviewing the Plans; 7.6 Tenant's changes in the Plans after the approval by Landlord; 7.7 Any other act or omission of Tenant constituting a delay; then the Second Additional Premises Commencement Date shall not occur until such time as the Improvements are substantially complete, however, Tenant shall pay to Landlord and Tenant prior an amount equal to one thirtieth (1/3olh) of the Base Rent due with respect to the occurrence Second Additional Premises for the first full calendar month of the Commencement DateSecond Additional Premises Term for each day of Tenant Delay. The Term Upon substantial completion of this Lease the Improvements, Landlord shall commence on notify Tenant of the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on reasonable estimate of the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if date Landlord does not tender could have delivered possession of the Second Additional Premises to Tenant on or before any specified date, but for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord Delays and Tenant shall execute an agreement stating immediately pay to Landlord the Commencement Date, Rent Commencement Date and Expiration Date, but amount described above for the failure to do so will not affect the determination period of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementDelay.

Commencement Date. (a) Upon the Effective Date, Subject to the terms and provisions hereof shall be fully binding on conditions set forth herein, Landlord hereby leases and demises to Tenant and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence hereby takes and leases from Landlord that certain space identified in Article 1 and shown on a plan attached hereto as Exhibit A (“Premises”) for a term (“Term”) commencing on the Commencement Date andand ending on the Expiration Date set forth in Article 1, unless sooner terminated or extended as hereinafter provided, provided herein. The Commencement Date set forth in Article 1 shall end on the Expiration Date. Except be advanced to such earlier date as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession Tenant commences substantial occupancy of the Premises to Tenant on or before any specified date(as defined in Article 1) for the conduct of its business (it being understood that interim, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession phased occupancy of less than a substantial portion of the Premises to Tenant. Landlord shall be deemed to have tendered possession during the construction of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date Improvements shall affect any other obligations of Tenant hereunder. There shall be no postponement of not trigger the Commencement Date (or Date). Upon the Rent Commencement Date) for earlier of (i) any delay in the delivery of possession substantial completion of the Premises to Tenant Improvements, the date of which results from any Tenant Delay shall be established by Landlord’s construction supervisor, or (ii) any delay the date by which Tenant has substantially occupied the Premises as provided in Article 1.H set forth above, Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating shall execute and deliver to Landlord’s Pre-Commencement Work. Once Tenant the Commencement Date is determinedConfirmation in the form as set forth in Exhibit E, Landlord and which Tenant shall execute an agreement stating and return to Landlord within 5 days after receipt thereof. Tenant’s failure to timely execute and deliver the Commencement DateDate Confirmation shall constitute an acknowledgment by Tenant that the statements included in such notice are true and correct, Rent without exception. If Tenant disagrees with any matters set forth in the Commencement Date Confirmation, it shall set forth in a written notice to Landlord within such five-day period the matters which it disagrees with, the reasons for such disagreement, and Expiration the Commencement Date which Tenant contends should be established. Landlord shall have five days thereafter to accept or reject Tenant’s proposed Commencement Date. If Landlord rejects such date, but then the failure to do so will not affect date set forth in the determination of such dates. For initial Commence Date Confirmation executed and delivered by Landlord shall be used for the purposes of determining whether ▇▇▇▇▇▇ has accepted possession hereof until the matter is resolved by legal proceedings or further agreement of the PremisesParties. To the extent the Premises includes an entire floor of the Building, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any exclusive use of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” Common Areas located within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementsuch floor.

Commencement Date. From and after the Commencement Date (aexcept as set forth in this Exhibit B), Tenant shall be liable to Landlord for the payment of Rent and any other payment as set forth in the Lease. The “Commencement Date” under the Lease shall be the date on which the Improvements (excluding completion of any Tenant Improvements or Tenant’s Extra Work) Upon are Substantially Completed; provided, however, in the Effective Dateevent Substantial Completion of the Improvements (excluding completion of any Tenant Improvements or Tenant’s Extra Work) is delayed due to Tenant Delays, then for purposes of the payment Rent and any other payment required to be made by Tenant pursuant to the Lease, the terms and provisions hereof Commencement Date shall be fully binding that date on Landlord and Tenant prior to which the Improvements would have been Substantially Completed but for the occurrence of such Tenant Delays. If the Improvements are not Substantially Completed but are partially ready for occupancy, Tenant may, but need not, occupy the portion of the Improvements that is ready for occupancy, provided such partial occupancy is permitted by applicable law, and in the event of such partial occupancy, and if Tenant elects to partially occupy the Improvements, Tenant shall pay to Landlord pro rata Rent based upon the area of the Premises so occupied by Tenant. Such obligation to pay Rent on a proportionate basis shall commence on the date on which Tenant first occupies and takes possession of any portion of the Premises, and shall continue through the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession Tenant’s right to so occupy and utilize a portion of the Premises shall nevertheless be subject to Landlord’s reasonable approval, and throughout such partial occupancy, Tenant on shall fully cooperate with Landlord to facilitate Landlord’s Substantial Completion of any remaining or before outstanding Improvements without any specified dateinterference. Except for Tenant’s entry into the Premises for purposes of inspections and performing and installing Tenant Improvements pursuant to Section 8 of this Exhibit B, for any reason whatsoever, Landlord Tenant shall not be liable for occupy any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession portion of the Premises prior to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementSubstantial Completion thereof.

Commencement Date. the later of (ai) Upon full execution of the Effective DateInitial Mortgagee SNDA (as defined in Section 23.01), (ii) full execution of the terms Initial Condominium Recognition and provisions hereof shall be fully binding on Attornment Agreement (as defined in Section 23.01), and (iii) the Substantial Completion Date (as defined in Exhibit B attached hereto). Notwithstanding the foregoing, if Tenant fails to duly execute and deliver the Initial Mortgagee SNDA and/or the Initial Condominium Recognition and Attornment Agreement to Landlord within ten (10) business days following Landlord’s demand therefor, provided such Initial Mortgagee SNDA and/or the Initial Condominium Recognition and Tenant prior to Attornment Agreement, as applicable, comply with Section 23.01 below, the occurrence of the Commencement Date. The Term of this Lease Date shall commence on no longer be conditioned upon the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession full execution of the Premises Initial Mortgagee SNDA and/or the Initial Condominium Recognition and Attornment Agreement, as applicable, pursuant to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for subclauses (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or and/or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedabove, Landlord as applicable, and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done waived such requirement for all purposes of this Lease. Promptly following the Commencement Date, Landlord shall deliver to Tenant a Confirmation of Lease Terms and Dates substantially in the form attached hereto as Exhibit C, and Tenant shall have ten (10) business days thereafter to execute and remit the same to Landlord; provided, however, either party’s failure to so when Tenant first moves execute and deliver such instrument shall not affect in any manner whatsoever the validity of the Commencement Date, the Rent Commencement Date, the Expiration Date as determined pursuant to the terms of this Lease, or Landlord’s or Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in obligations under this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease.

Commencement Date. The term of this Lease (a"Lease Term") Upon shall be for the Effective period specified in Paragraph 1.5 above, commencing on the date set forth in Paragraph 1.6 above ("Commencement Date"); provided, however, in the event any improvements to be constructed by Landlord, as set forth on Exhibit "C", are not completed by the aforesaid Commencement Date, then the terms and provisions hereof Commencement Date shall be fully binding deemed to be the date on which the improvements to be constructed by Landlord and Tenant prior are substantially completed. Such improvements shall be deemed to be substantially completed upon the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession earlier of the Premises following: (a) The date on which all improvements to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice constructed by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) have been substantially completed except for : (i) punch list items which do not prevent Tenant from using the Premises for its intended use; (if) such work as Landlord is required to perform but which is delayed because of fault or neglect of Tenant, acts of Tenant or Tenant's agents (including without limitation delays caused by work done on the Premises by Tenant or Tenant's agents or by acts of Tenant's contractors or subcontractors) or delays caused by change orders requested by Tenant or required because of any delay errors or omissions in plans submitted by Tenant; and (iii) such work as Landlord is required to perform but cannot complete until Tenant performs necessary portions of construction work it has elected or is required to do; or (b) The issuance of appropriate governmental approvals for occupancy of the Premises; or (c) The date Tenant opens for business in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement WorkPremises. Once If the Commencement Date is determineda date other than the date set forth in Paragraph 1.6, then the Ending Date set forth in Paragraph 1.7, the rental adjustment dates set forth in Paragraph 1.8 and any other dates certain specified herein shall be adjusted accordingly. When the Commencement Date, Ending Date, rental adjustment dates, and such other dates become ascertainable, Landlord and Tenant shall execute an agreement stating specify the Commencement Datesame in writing, Rent Commencement Date and Expiration Date, but in the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession form of the Premisesattached Exhibit "D", Tenant which writing shall be deemed incorporated herein. Tenant's failure to have done so when execute and deliver the letter attached hereto as Exhibit "D" shall be a Default by Tenant first moves Tenant’s Property and/or any hereunder. The expiration of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in Lease Term or sooner termination of this Lease or by Landlord’s agreement is referred to do any of herein as the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement"Lease Termination".

Commencement Date. The Commencement Date shall be the earlier of (a) Upon the Effective date of Substantial Completion of the Tenant Improvements in the Premises and (b) the date Tenant commences to conduct business in the Premises. Landlord shall notify Tenant in writing at least five (5) Business Days in advance of the estimated Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within five (5) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. The conduct of business by Tenant from the Premises shall establish the Commencement Date as specified in the definition of that term and the establishment of such fact upon the commencement of the conduct of business shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify Tenant's acceptance of the Premises. Such commencement of the conduct of business shall further establish that the Premises are in good and satisfactory condition upon such commencement and the Commencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's architect or general contractor or the certificate of occupancy or the equivalent sign-off by the municipal building inspector shall be conclusive, except that any delay in receipt of such certificate or in Substantial Completion which is caused by Tenant or Tenant's Agents or caused by any of Tenants uncompleted work being contained in the same building permit as the Tenant Improvements shall be charged to Tenant in the amount of the daily Base Rent multiplied by the number of days of such delays. If on the Commencement Date, the terms and provisions hereof shall Punch List Work remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will endeavor to promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work Delay or postpone the occurrence of the Commencement Date. The Term Tenant shall make no changes to the Plans or the work reflected in the Plans without the prior written consent Of Landlord, which consent shall not be unreasonably withheld. If the estimated date of Substantial Completion changes at any time after Landlord has given notice pursuant to this Paragraph, then Landlord shall give at least five (5) Business Days advance notice of the new estimated date of Substantial Completion. If (a) Substantial Completion has not occurred by the date which is twelve (12) weeks after the Tenant Waiver Date (as defined in Section 4.5 of the Tenant Work Letter) (the "Target Date"), this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided remain in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease full force and effect and shall not be void or voidable therebyvoidable; and (b) such delay is not due to any delays resulting from or arising out of any acts or omissions of Tenant or Tenant's Agents or any Force Majeure event (as defined below; provided, however, that for purposes of this sentence, the term "Force Majeure" shall not include any labor strikes, unless the same are caused by the acts of Tenant or Tenant's Agents), then for each day that Substantial Completion is delayed beyond the Target Date, Tenant shall receive one (1) day of Base Rent credit against Base Rent next coming due so long as Tenant has not yet commenced business operations from the Premises and Tenant is not in default beyond applicable cure periods under any of the terms or conditions of this Lease. Notwithstanding the foregoing, if Substantial Completion has not occurred by the date which is sixteen (16) weeks after the Tenant Waiver Date (the "Outside Date"), and such delay in Substantial Completion is not due in whole or in part to the Term acts or omissions of Tenant or Tenant's Agents or to any event of Force Majeure (provided, however, that for purposes of this sentence, the term "Force Majeure" shall not commence until include any labor strikes, unless the same are caused by the acts of Tenant or Tenant's Agents), the Tenant shall have the right, as its sole remedy, to terminate this Lease by delivering written notice to Landlord tenders possession of on or before the Premises tenth (10th) day following the Outside Date. If Tenant timely and properly exercises its right to terminate this Lease pursuant to this Section, then Landlord shall promptly return the Security Deposit and the Prepaid Rent to Tenant. Landlord shall be deemed If Tenant fails to have tendered possession of the Premises to Tenant upon the giving of deliver such notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date tenth (or 10th) day following the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Outside Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, then Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of waived its personnel into the Premises and/or commences construction, except right to the extent that Tenant is authorized in terminate this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of under this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement2.5.

Commencement Date. (a) As herein used, the phrase "commencement date" shall mean the earlier of: (i) the day Tenant opens for business in the demised premises, or (ii) ninety (90) days after Landlord has delivered to Tenant possession of the demised premises as same are to be substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the demised premises to Tenant with Landlord's work completed between March 1, 2004 and June 1, 2004 (the "Delivery Period"). Landlord shall give Tenant notice (the "Estimated Delivery Notice") no later than January 1, 2004 of the status of Landlord's construction and the estimated date that Landlord shall deliver the Premises to Tenant with Landlord's Work substantially completed (the "Estimated Delivery Date"). Landlord may revise the Estimated Delivery Date any time prior to February 1, 2004 (the "Final Delivery Notice Date"), by which time Landlord shall have given Tenant a final notice (the "Final Delivery Notice") of a firm delivery date (the "Final Delivery Date") upon which the Landlord's Work shall be substantially completed and the Leased Premises delivered to Tenant. Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence sending of the Commencement Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. The Term Final Delivery Date shall not be earlier than (i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of this Lease the Delivery Period. The parties agree that they shall commence on conduct a joint walk-through of the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on premises approximately two (2) weeks prior to delivery to ascertain the Expiration Datestatus of Landlord's construction and identify incomplete matters. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of deliver the Premises demised premises to Tenant as required herein by September 1, 2004, Tenant may defer delivery until January 1, 2005. If Landlord does not deliver the demised premises to Tenant thereafter on or before February 1, 2005, Tenant may terminate this Lease or defer delivery until June 1, 2005. In the event that the demised premises and Landlord's Work are not substantially completed and delivered to Tenant on or before any specified datethe Final Delivery Date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord minimum rent due hereunder shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacantadjusted so that, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) for (i) any delay in day of minimum rent for each day after the Final Delivery Date until delivery of the demised premises is made to Tenant consistent with the terms of this Lease, including substantial completion of the Landlord's Work. Tenant shall not be obligated to accept possession of the Premises demised premises prior to Tenant which results from any Tenant Delay or the later of (iia) any delay by Landlord in the performance substantial completion of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement 's Work. Once , (b) the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession first day of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any Delivery Period and (c) the Final Delivery Date. Time is of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized essence regarding all dates set forth in this Lease or by Section 3(a). Landlord shall obtain a certificate of occupancy for the demised premises as part of Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement's Work.

Commencement Date. The Term will begin on the "Actual Commencement Date". The "Actual Commencement Date" is scheduled to be around the Initial Commencement Date set forth in the Data Section, or unless Landlord is delayed in completing any Landlord's "Initial Fit-Out Work" (a) Upon defined in paragraph 3.04). In the Effective Datecase of any such delay, the terms and provisions hereof Actual Commencement Date shall be fully binding on Landlord and Tenant prior the Initial Commencement Date extended to the occurrence of the Commencement Date. The Term of this Lease shall commence date on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until which Landlord tenders possession of the Leased Premises to Tenant, in substantially the condition promised to Tenant (for example - as-is & broom clean and/or with substantial completion of Landlord's Initial Fit-Out Work - as may be set forth in other provisions of this Lease regarding the condition of the Leased Premises upon delivery to Tenant). The Actual Commencement Date of this Lease shall be subject to the following conditions all being satisfied. (1) Landlord shall have performed and made the Leased Premises available to Tenant or its occupancy for Tenant's exclusive use and possession; (2) Landlord has substantially completed the work pursuant to the work and drawings to be approved by Tenant pursuant to Exhibit C - Landlord's Initial Fit-Out Work; (3) A Certificate of Occupancy permitting the occupancy by Tenant of the Leased Premises for its permitted use has been issued by the applicable governmental authority; (4) Landlord has provided that all building systems serving the Leased Premises are in good operating condition and (5) Landlord shall obtain and deliver to Tenant an executed Agreement in recordable form executed by the existing Mortgagee granting the subordination and non-disturbance agreement in form and content reasonably similar to the attached. Landlord shall be deemed use reasonably diligent efforts and proceed with due diligence to have tendered possession complete the construction of the Building and Leased Premises and obtain a Certificate of Occupancy for the Building and for the Leased Premises by the Initial Commencement Date of around April 15, 1999. In the event that Landlord has not completed the Building and the Leased Premises by June 15, 1999, then Tenant, at its sole option, shall have the right to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by terminate this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results released from any Tenant Delay or further obligation by so notifying Landlord within fifteen (ii15) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementdays thereafter.

Commencement Date. The Commencement Date of the Lease shall be thirty (30) days after the Premises are substantially complete. Substantial Completion shall be evidenced when (a) Upon final inspection is approved by the Effective Date, the terms and provisions hereof shall be fully binding on Landlord City of Carlsbad and Tenant prior is legally permitted to occupy the occurrence Premises for the conduct of its business; (b) all Building systems are in good working order to support the operation of the Commencement Date. The Term of this Lease shall commence on Premises; and (c) the Tenant Improvements are complete excepting industry-standard punch-list items. 2.2.1 Notwithstanding the Scheduled Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on set forth in the Expiration Date. Except as otherwise expressly provided in Section 2.2(b)Basic Lease Provisions, if for any reason Landlord does cannot tender deliver possession of the Premises to Tenant on or before any specified said date, for any reason whatsoever, Landlord shall not be liable for subject to any damage therebyliability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof, but in such case, Tenant shall not be void obligated to pay rent or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect perform any other obligations of Tenant hereunder. There shall under the terms of this Lease, except as may be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay otherwise provided in the delivery of this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within sixty (60) days following said Scheduled Commencement Date for any reason, other than Tenants Delays as defined in the Work Letter attached hereto as Exhibit "D" and delays beyond the reasonable control of Landlord, Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant which results from any Tenant Delay a statement of all costs and expenses incurred or (ii) any delay irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be cancelled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2 Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating Premises, and (3) Tenant has reasonable access to Landlord’s Pre-Commencement Work. Once the Premises. 2.2.3 If Tenant occupies the Premises prior to said Commencement Date is determined(other than to install and/or store furniture and equipment), Landlord such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of pay rent for such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementoccupancy.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof of this Lease shall be fully binding on Landlord and Tenant Tenant, including prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage therebythereby caused, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no No failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for for (i) any delay in the delivery tender of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay delays by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating related to Landlord’s Pre-Commencement Workthe Initial Installations. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of Notwithstanding anything to the Premisescontrary contained in this Lease, Tenant and Landlord hereby agree that if the Commencement Date shall not have occurred within nine (9) months following the Effective Date, as may be deemed extended by Unavoidable Delays and Tenant Delays, Tenant may terminate this Lease by giving written notice to Landlord in which case this Lease shall terminate and neither party shall have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except further liability to the extent that Tenant is authorized in this Lease or by Landlord’s agreement other except (i) those obligations expressly intended to do any of survive the foregoing without being deemed to have accepted possession of the Premises. The provisions termination of this Section 2.2 are intended Lease, and (ii) an obligation on the part of Landlord to constitute “an express provision return to the contrary” within the meaning of Section 223-a of the New York Real Property Law or Tenant any successor Requirementamounts deposited by Tenant under this Lease.

Commencement Date. (a) Upon The Commencement Date of the Effective Lease will be the last to occur of the 503B Commencement Date and the Pharmacy Commencement Date, the as said terms and provisions hereof shall be fully binding on Landlord and Tenant prior are defined below in this Section 1.17. Subject to the occurrence right of termination as to the 503B Space set forth in Section 6 of Exhibit “A”, the “503B Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall ” will be deemed to have tendered possession occurred upon the earlier of: a) the day immediately after expiration of the Early Occupancy Period (as said term is defined in Section 5 of Exhibit “A”), b) the date Tenant commences full scale business operations within the 503B Space, having received all of the Approvals; and, c) the date Tenant advises Landlord, in writing, of its waiver of the right to terminate the portion of this Lease applicable to the 503B Space, as said right of termination is set forth in Section 6 of Exhibit “A”. The “Pharmacy Commencement Date” will be deemed to have occurred upon the earlier of: a) two hundred twenty-five (225) days after the Delivery Date of the NCO Space; and, b) the date Tenant commences full scale business operations within the Pharmacy Space. Landlord acknowledges that Tenant will not be deemed to have commenced full scale business operations within the Pharmacy Space as a result of the use thereof by up to fifty-five (55) employees of Tenant working in its call center. However, if more than fifty-five (55) employees of Tenant are working in any portion of the Pharmacy Space, but Tenant is not then utilizing at least seventy-five percent (75%) of the Pharmacy space for the conduct of its business, then Tenant will pay Annual Base Rent for that portion of the Premises to that is occupied by said employees at the rate of $15.75/RSF/year. Upon determination, Tenant shall, upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedrequest, Landlord execute and Tenant shall execute an agreement stating deliver a written statement specifying the Commencement Date, Rent Commencement Expiration Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession other pertinent dates of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into Term as in the Premises and/or commences construction, except to the extent form that Tenant is authorized in attached hereto as Exhibit “G” and is by this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementreference incorporated herein.

Commencement Date. a. The Commencement Date shall be the earlier of (i) the date on or after May 15, 2005, which is thirty (30) days after the Delivery Date, and (ii) the date Tenant begins fully staffed operation of business in all portions of the Premises. Landlord will proceed diligently and make commercially reasonable efforts to achieve a Delivery Date of not later than April 1, 2005. The Delivery Date shall be the date when both the TI Work and Landlord’s Work have been substantially completed in accordance with this Work Letter (excluding items of work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant's use of the Premises -- i.e., "punch list items"). As used herein, “substantially completed” shall mean the earlier of: (i) the date Landlord has the Premises ready for occupancy by Tenant as evidenced by (a) Upon the Effective Datea permanent or temporary Certificate of Occupancy, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior (b) a certificate of substantial completion as to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, TI Work and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once as issued by the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ Group, Inc., with the fee for issuance of such certificate being shared equally by Landlord and Tenant, or (ii) the date Landlord could have substantially completed the TI Work and Landlord's Work had there been no Excused Delays. Landlord will permit Tenant access to the Building and Premises on and after April 1, 2005 (regardless of whether Delivery Date has accepted occurred) for the purpose of installing cabling and other fixtures and equipment. Landlord will deliver to Tenant possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Premises on the Delivery Date for Tenant’s Property and/or any set-up, installation of its personnel into furniture and equipment, move-in, and start-up of business operations. Such early occupancy and use of the Premises and/or commences by Tenant will be done in coordination with Landlord and Contractor and will be carried out with the minimum of interruption and disruption of Contractor’s construction, except and will be subject to the extent reasonable requirements of Landlord and Contractor. If Landlord fails to achieve Delivery Date by April 15, 2005 other than as a result of force majeure or Excused Delay, the Commencement Date will be delayed one day for each such day or delay, and beginning on the Commencement Date, Landlord will reimburse Tenant the amount of Tenant’s holdover premium charged by Tenant’s existing landlord under its existing lease, in an amount of up to $51,395.78 per month, plus sales tax (except that if Tenant's existing landlord has notified Tenant that it is authorized negotiating with a prospective lessee of Tenant's premises under the existing lease, the holdover premium for which Landlord shall reimburse Tenant may be up to $103,505.56 per month, as more specifically provided in this Lease or by Landlord’s agreement to do any Section 18 of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementTenant's existing lease).

Commencement Date. (a) Upon the Effective The "Commencement Date, the terms and provisions hereof " of this lease shall be fully binding on Landlord and the earlier of (i) the date Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated occupies all or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession any portion of the Premises to Tenant on for the purpose of conducting business therein, or before any specified date(ii) May 7, for any reason whatsoever2001 (provided, Landlord shall not be liable for any damage therebyhowever, that this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord date shall be deemed to have tendered possession extended day for day by reason of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacantany delay past March 1, 2001, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession substantial completion of the Premises base Building shell, other than delay caused by Tenant or its contractors. In order for Landlord to assert a Tenant on delay in the completion of the base Building pursuant to the preceding sentence, Landlord must notify Tenant in writing of any circumstance constituting a Tenant delay within 2 business days of Landlord's knowledge that such circumstance has resulted or before is likely to result in a delay. The outside Commencement Date of May 7, 2001 shall also be extended day for day for any specified date Excused Delay in the construction of the Initial Tenant Improvements. Excused Delay shall affect be mean delay in the substantial completion of the Initial Tenant Improvements resulting from the following, and only the following events or circumstances: floods, fire, tornado, earthquake or other casualties or natural disasters, war or national emergency, governmental restrictions and limitations or any other obligations cause similar to the foregoing beyond the reasonable control of Tenant hereunderor Tenant's contractors, subcontractors or suppliers, except that the term Excused Delay shall expressly exclude delays due to snow, cold weather or similar adverse weather conditions, strikes or other labor troubles or due to scarcity or unavailability of fuel, labor or materials (unless directly related to one of the expressly enumerated causes above). There shall be no postponement In order for Tenant to claim an extension of the Commencement Date (or the Rent Commencement Date) for resulting from an Excused Delay, Tenant must (i) notify Landlord in writing of any delay circumstance constituting an Excused Delay within 2 business days of Tenant's knowledge that such circumstance has resulted or is likely to result in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or a delay, and (ii) any submit to Landlord a certification by Tenant's architect of the length of the delay by Landlord resulting from such circumstance, which certification shall be subject to the reasonable review and approval of Landlord's architect. In no event shall Excused Delays, in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedaggregate, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementexceed 60 days.

Commencement Date. (ai) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term commencement date of this Lease with regard to the Mandatory Expansion Space shall be March 23, 1999, or such later date as Landlord shall be able to deliver the Mandatory Expansion Space to Tenant (in either case, the "Mandatory Expansion Space Lease Commencement Date"). (ii) The term of this Lease with regard to the Mandatory Expansion Space shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if date Landlord does not tender delivers possession of the Premises Mandatory Expansion Space to Tenant on or before any specified date("Mandatory Expansion Space Delivery Date"), but in no event shall the Mandatory Expansion Space Delivery Date be earlier than March 23, 1999, without Tenant's prior approval. (iii) The lease termination date with respect to the Mandatory Expansion Space will be the same as the Lease Expiration Date for any reason whatsoeverthe Initial Demised Premises. The Corporate Advisory Board Company Lease June 23, 1998 Final (C.) Conditions of the Leasing of the Mandatory Expansion Space by Tenant. --------------------------------------------------------------------- Tenant shall lease the Mandatory Expansion Space from Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable therebysubject to and upon the following conditions, and where not in conflict with the Term shall not commence until Landlord tenders possession of following, on the Premises to Tenant. Landlord shall be deemed to have tendered possession of same terms and conditions as the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) forInitial Demised Premises: (i) Tenant shall accept the Mandatory Expansion Space in "AS IS" condition, without Landlord being required to undertake any delay in the delivery of possession demolition, removals, alterations, improvements, decorations, repairs or modifications of the Premises Mandatory Expansion Space. This provision shall not in any way affect any repair and maintenance obligations of Landlord hereunder with respect to Tenant which results from any Tenant Delay or the Mandatory Expansion Space, if any. (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating Tenant shall pay to Landlord’s Pre, as Basic Annual Rent for the Mandatory Expansion Space ("Mandatory Expansion Space Rent") an amount equal to the product of the number of square feet of rentable area attributable to the Mandatory Expansion Space, multiplied by the then-Commencement Work. Once applicable per-square-foot Basic Annual Rent attributable to the Initial Demised Premises in effect for each Lease Year of the remainder of the term, beginning with the Lease Year in which the Mandatory Expansion Space Rent Commencement Date is determined(as hereinafter defined) occurs and further, to pay that Mandatory Expansion Space Rent in equal monthly installments to Landlord and with the Basic Monthly Rent paid for the Initial Demised Premises. (iii) Tenant shall execute an agreement stating commence to pay Mandatory Expansion Space Rent, in advance, from and after three (3) months after the Mandatory Expansion Space Lease Commencement Date (the "Mandatory Expansion Space Rent Commencement Date"). (iv) Tenant shall commence to pay Adjustment Rent for the Mandatory Expansion Space from and after the Mandatory Expansion Space Rent Commencement Date, and the percentage of the Tenant's Operating Expense Share and the percentage of the Tenant's Real Estate Tax Share shall be increased to reflect the addition of the Mandatory Expansion Space to the Initial Demised Premises in accordance with the calculation of such percentages set forth in Paragraph 5 of the Lease entitled "OPERATING EXPENSE INCREASES AND REAL ESTATE TAX ----------------------------------------------- ADJUSTMENTS", such revised percentages to become effective as of the Mandatory -------------- Expansion Space Rent Commencement Date, with appropriate pro rata adjustments in Adjustment Rent being made in the Lease Year in which the Mandatory Expansion Space Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementoccurs.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence Promptly after receipt of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedsuch notice, Landlord and Tenant shall execute will schedule a date and time and make all other necessary arrangements for Landlord’s removal of the designated Existing Furniture. Within 30 days after receipt of an agreement stating invoice therefor, Tenant will reimburse Landlord for Landlord’s out-of-pocket expenses incurred in connection with Landlord’s removal of the Commencement Datedesignated Existing Furniture including, Rent Commencement Date without limitation, moving company and Expiration Date, but the failure to do so electrician charges. Landlord’s out-of-pocket expenses will not affect include any storage charges for the determination designated Existing Furniture. Once the designated Existing Furniture has been removed, such Existing Furniture will no longer be considered part of the Existing Furniture and neither Tenant nor any party claiming by, through or under Tenant shall have any interest in or claim upon such datesExisting Furniture. For purposes Notwithstanding the foregoing, provided no Event of determining whether ▇▇▇Default then exists, promptly after the expiration of the 3rd Lease Year, Tenant shall pay $10.00 to Landlord for the Existing Furnishings and Landlord shall transfer Landlord’s title to the Existing Furnishings to Tenant by b▇▇▇ has accepted possession of sale. Following conveyance of the PremisesExisting Furnishings, the restrictions concerning Tenant’s use of the Existing furnishings set forth in this Section shall no longer apply. Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into pay the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any sales tax (if any) due upon such transfer of the foregoing without being deemed Existing Furnishings to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementTenant.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof The Commencement Date shall be fully binding targeted for the date set forth in Section 2.03 hereof, but shall be the earlier of: (i) the date on Landlord which the Tenant Work is substantially completed and Tenant prior can take occupancy of the Demised Premises; or (ii) the day on which Landlord obtains a Certificate of Occupancy (temporary or final) or other form of governmental approval permitting Tenant's occupancy of the Demised Premises; or (iii) the day on which Tenant takes occupancy of the Demised Premises; provided that Landlord is not unreasonably delayed in the completion of Tenant Work due to Tenant's Work Changes to the occurrence of the Commencement Date. The Term of this Lease shall commence on Plans and Specifications, Additional Work requests or Tenant's delays in giving necessary approvals, in which case the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on will be accelerated by the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession number of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession such days of the Premises to Tenantdelay. Landlord shall be deemed to have tendered possession inform Tenant of the Premises anticipated dates on which it expects to Tenant upon install the giving of notice by Landlord to Tenant stating that the Premises are vacant, carpet in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(bDemised Premises so that Tenant may install its furniture (the "Carpet Install Date"), no failure and substantially complete the Tenant Work and/or receive a Certificate of Occupancy (temporary or final). Notwithstanding the foregoing, Tenant may elect to tender possession delay its occupancy of the Demised Premises to Tenant on or before any specified date shall affect any other obligations for the purpose of Tenant hereunder. There shall be no postponement of conducting its normal business operations, and thus delay the Commencement Date (or the Rent Commencement Date) foras follows: (i) any In the event the Carpet Install Date is prior to May 20, 2005 and the Commencement Date would have otherwise occurred prior to June 1, 2005, Tenant may elect to delay in the delivery of possession taking occupancy of the Demised Premises (but may install its furniture and equipment), and thus delay the Commencement Date to the date Tenant which results from any Tenant Delay or takes occupancy of the Demised Premises, but in no event later than June 1, 2005; (ii) any In the event the Carpet Install Date is later than May 20, 2005 but prior to June 1, 2005, Tenant may elect to delay by Landlord in taking occupancy of the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once Demised Premises (but may install its furniture and equipment), and thus delay the Commencement Date to the date Tenant takes occupancy of the Demised Premises, but in no event later than July 1, 2005 provided that Tenant is determinedobligated to pay, and does pay, Holdover Rent (as defined in Section 4.02 (b) below) for the month of June 2005; and (iii) In the event the Commencement Date would have otherwise occurred later than June 1, 2005 but prior to July 1, 2005, Tenant may elect to delay taking occupancy of the Demised Premises (but may install its furniture and equipment), and thus delay the Commencement Date to the date Tenant takes occupancy of the Demised Premises, but in no event later than July 1, 2005, provided that Tenant is obligated to pay, and does pay, Holdover Rent (as defined in Section 4.02 (b) below) for the month of June. (b) In the event Landlord does not substantially complete the Tenant Work or obtain a Certificate of Occupancy (or other form of governmental approval permitting Tenant's occupancy of the Demised Premises) by no later than July 1, 2005 (the "Outside Completion Date"), which date shall be extended on a day-for-day basis for (1) each day of "Force Majeure," as defined herein, or (2) for each day of delay caused by Tenant as described above or (3) for each day of delay attributable to governmental officials providing approvals, and as a result, Tenant can not take occupancy of the Demised Premises for the purpose of conducting its normal business operations, provided such delay is not attributable to Landlord's delay, then Tenant shall execute an agreement stating be entitled to additional Base Rent credits as follows: For each day beyond the Commencement Date, Rent Commencement Outside Completion Date and Expiration Date, but that Tenant is obligated to pay a holdover rent payment above the failure to do so will not affect the determination of such dates. For purposes of determining whether rent otherwise due under its current lease at ▇▇-▇▇ ▇▇▇▇▇▇▇ has accepted possession ▇▇▇▇▇, Fairlawn, New Jersey, which Tenant represents the holdover payment to be a maximum of $22,128 per month (the "Holdover Rent"), then Landlord agrees to absorb the Holdover Rent and will provide Tenant with a per diem rent credit not to exceed $737.60 per day, subject to Landlord's receipt of paid rent substantiating the Holdover Rent (for example, if the Outside Completion Date is not met by 5 days, but Tenant is obligated to pay a full month's rent plus the Holdover Rent of $22,128, then Landlord will provide for Base rent credits of $22,128; however, if Tenant is only obligated to pay 5 days of holdover rent, then Landlord will provide Base Rent credits of $3,688). (c) After the commencement of the PremisesTerm, Landlord and Tenant shall be deemed promptly execute, acknowledge and deliver to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into each other the Premises and/or commences constructionCommencement Date Memorandum attached hereto as Exhibit G, except to which confirms the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any actual Commencement and Expiration Dates of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease.

Commencement Date. (aA) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the date that Landlord notifies Tenant that it has substantially completed Landlord's Work. Within ten (10) days after the Commencement Date andDate, unless sooner terminated or extended as hereinafter provided, Landlord's representative and Tenant's representative shall end on jointly examine the Expiration DatePremises and shall compile a list of any remaining items of work which Landlord may be obligated to complete ("punch list items"). Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender The taking of possession of the Premises to by Tenant on or before any specified dateshall be deemed an acceptance of the Premises and an acknowledgment that Landlord's Work has been substantially completed, for any reason whatsoever, but Landlord shall not be liable for any damage therebythereafter complete the punch list items. (B) If Tenant takes possession of the Premises prior to the Commencement Date, this Tenant's obligation to pay Rent hereunder and to observe and perform all other conditions and agreements hereunder shall commence on such earlier date of possession, but the Term of the Lease shall not be void affected thereby. (C) In the event that substantial completion of Landlord's Work is delayed by reason of delays caused or voidable therebyoccasioned by Tenant, and then at Landlord's option the Term of this Lease shall commence on the date that this Lease would have commenced had not commence until the completion of Landlord's Work been so delayed by Tenant (or as reasonably determined by Landlord) or such occurrence shall constitute a default on the part of Tenant hereunder entitling Landlord tenders possession to exercise all rights and remedies provided for herein in the event of the Premises to Tenant. Landlord 's default. (D) Landlord's Work shall be deemed to have tendered possession of been substantially completed when the Premises to Tenant upon may be lawfully occupied and the giving of notice by Landlord to Tenant stating that heating, ventilation, air conditioning, mechanical and elevator systems serving the Premises are vacantoperable. (E) Tenant shall, in upon the condition required by demand of Landlord, promptly execute, acknowledge and deliver to Landlord an instrument substantially similar to that annexed hereto as Exhibit E, confirming the dates of commencement and expiration of the Term of this Lease and available for Tenant’s occupancy. Except such other matters as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant are set forth on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.Exhibit E.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant Tenant, including prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no No failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement in the form of Exhibit F hereto stating the Commencement Date, Rent Commencement Date and the Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ Tenant has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions Notwithstanding the foregoing, if the Commencement Date has not occurred by August 1, 2002 (as such date may be extended by any Tenant Delay and/or Unavoidable Delay), Tenant shall have the right, as Tenant’s sole remedy, to terminate this Lease by delivering written notice of this Section 2.2 are intended such termination (the “Termination Notice”) to constitute “an express provision Landlord at any time on or after such date but prior to the contrary” within the meaning of Section 223-a Commencement Date with such termination being effective 30 days after Landlord’s receipt of the New York Real Property Law Termination Notice; provided however, if the Commencement Date occurs within such 30 day period, the Termination Notice shall be deemed null and void. If Landlord incurs an Unavoidable Delay in connection with Landlord’s Substantial Completion of the Tenant Improvements due to any delay in the issuance of any permits or in connection with any successor Requirementgovernmental inspections of the Tenant Improvements, Landlord will send Tenant written notice of such Unavoidable Delay within 2 business days after Landlord obtains actual knowledge of such Unavoidable Delay. If Landlord fails to send such notice to Tenant within such 2 business day period, then the delay will not be treated as an Unavoidable Delay until the day on which Landlord sends such notice to Tenant.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term term of this Lease shall commence on the Commencement Date anddate which is the later of: (a) July 1, unless sooner terminated or extended 2019, or (b) subject to Tenant Delay (as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(bdefined), if Landlord does not tender possession of the Premises to date on which the Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to TenantImprovements are Substantially Complete (as hereinafter defined). Landlord The Tenant Improvements shall be deemed to have tendered possession be "Substantially Complete" on the earliest of the Premises date on which: (1) a temporary certificate of occupancy or a reasonably substantial equivalent such as a sign-off from a building inspector is issued by the City of Pleasanton (the "City"), or (2) Tenant first occupies all or any portion of the Expansion Premises. The Tenant Improvements shall be deemed to Tenant upon the giving of notice be Substantially Complete despite minor “punch list” items which shall be completed by Landlord to within a reasonable time. If a Tenant stating that the Premises are vacantDelay occurs, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (shall be and mean the later of July 1, 2019 or the Rent Commencement Date) for (i) date upon which the Tenant Improvements would have been Substantially Complete but for any Tenant Delay. As used herein, a “Tenant Delay” shall be and mean each day of delay in the delivery of possession commencement or performance of the Premises Tenant Improvements that occurs (a) because Tenant fails to timely furnish any information or deliver or approve any required documents (whether preliminary, interim revisions or final), pricing estimates, construction bids, and the like, (b) because of any change by Tenant to the Plans and Specification, Working Drawings or Final Working Drawings (each of which results from are hereinafter defined), (c) because Tenant fails to attend any Tenant Delay meeting with Landlord, the architect, any design professional, or (ii) any delay by Landlord contractor, or their respective employees or representatives, as may be required or scheduled hereunder or otherwise necessary in connection with the preparation or completion of any construction documents, such as the Plans and Specification, Working Drawings or Final Working Drawings, or in connection with the performance of the Tenant Improvements, (d) because of any specification by Tenant of materials or installations in addition to or other than Landlord’s Post- standard finish-out materials, or (e) Tenant fails to deposit any Overage (as hereinafter defined) with Landlord as and when required hereunder. 1.1.1 The date that the Lease commences in accordance with this Article 1 shall be referred to herein as the "Commencement Work Date". 1.1.2 On and after the Commencement Date, the Lease shall continue in full force and effect until January 31, 2027 (“Expiration Date”) or any Punch List Items relating to Landlord’s Pre-Commencement Workuntil this Lease is terminated as otherwise provided herein. Once As soon as the Commencement Date is determined, Tenant shall execute a Commencement Date Memorandum in the form attached hereto as Exhibit F acknowledging, among other things, the (a) Commencement Date, (b) the Expiration Date and (c) Tenant's acceptance of the Expansion Premises. Tenant's failure to execute the Commencement Date Memorandum shall not affect Tenant's liability hereunder. 1.1.3 Reference in this Lease to a "Lease Year" shall mean each successive twelve month period commencing with the Commencement Date. 1.1.4 Landlord and Tenant estimate that the Commencement Date shall execute an agreement stating be July 1, 2019, but such estimate is not and shall not be deemed to be a representation or warranty by Landlord that Premises shall be ready for Tenant's occupancy on such date. 1.1.5 Landlord shall provide Tenant with limited access to the Expansion Premises at such times as may be designated by Landlord in light of construction work by Landlord in the Expansion Premises for a period of approximately two (2) weeks prior to the date which Landlord anticipates being the Commencement Date for the sole purpose of permitting Tenant to ready the Expansion Premises for Tenant’s occupancy, so that Tenant’s access does not interfere with the performance of Landlord’s work in the Expansion Premises. Tenant's access to the Expansion Premises during the period of time prior to the Commencement Date shall be subject to all the provisions of this Lease (including the Rules and Regulations and such other rules and regulations as Landlord may reasonably impose), other than the payment of Rent and the expiration date of the Lease shall not be advanced by such access by Tenant of the Expansion Premises prior to the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by not interfere with Landlord’s agreement to do any performance of Landlord’s work in the foregoing without being deemed to have accepted possession of the Expansion Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the The Commencement Date. The Term Date of this Lease shall commence on is the Commencement Date and, unless sooner terminated or extended as hereinafter date set forth in the Schedule; provided, shall end on however, that if the Expiration Date. Except Substantial Completion Date (as otherwise expressly provided defined in Section 2.2(b), if Landlord the Tenant Improvement Agreement attached hereto as Exhibit C) does not tender possession of the Premises to Tenant occur on or before any specified dateJuly 1, 2005 for any reason whatsoeverreason, Landlord shall not be liable for any damage thereby, then (a) this Lease shall not be void or voidable therebyby either party, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of (c) the Commencement Date (or shall be revised to mean the Rent Commencement Substantial Completion Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once If and only if the Commencement Date is determinedadjusted pursuant to the foregoing, then Landlord shall prepare and deliver to Tenant a Commencement Date Confirmation substantially in the form attached hereto as Exhibit D that sets forth both the Commencement Date and Termination Date for this Lease. Tenant shall execute an agreement stating the Commencement Date Confirmation and deliver the executed original of the same to Landlord within three (3) days after Tenant’s receipt thereof. Tenant’s failure to timely execute and return the Commencement Date Confirmation document to Landlord shall be conclusive evidence of Tenant’s agreement with the information as set forth therein. This Lease shall be a binding contractual obligation effective upon execution and delivery hereof by Landlord and Tenant, notwithstanding the later commencement of the Lease Term. (b) Notwithstanding the provisions of Section 1.1(a) above, if the Premises Delivery Date does not occur on or before July 31, 2005 (the “Premises Delivery Deadline”), Tenant, as its sole remedy, shall have the right to cancel this Lease by giving written notice of such cancellation to Landlord at any time after the Premises Delivery Deadline and prior to the Premises Delivery Date, Rent Commencement in which case this Lease shall be cancelled effective five (5) business days after Landlord’s receipt of Tenant’s cancellation notice, unless the Premises Delivery Date and Expiration Dateoccurs within said five (5) business day period; provided, but however, that the failure Premises Delivery Deadline shall be extended by the number of days that the Premises Delivery Date is delayed due to do so will not affect any Force Majeure Delay (as defined below) or any delay in receiving any required permits to construct the determination Tenant Improvements or any Tenant Delay (as defined in Section 3.3 of the Tenant Improvement Agreement). In the event of such datescancellation by Tenant, neither party shall have any obligations to the other under this Lease, except for obligations that survive the expiration or earlier termination of this Lease, and Landlord shall promptly return to Tenant the Lease Deposit. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of this Lease, the Premises, Tenant shall be deemed term “Force Majeure Delay” means any delay attributable to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized Force Majeure (as defined in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement12.3 below).

Commencement Date. (aThe Commencement Date listed in Section l(g) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of this Lease represents an estimate of the Commencement Date. The Term of this This Lease shall commence on the estimated Commencement Date andif the Premises Improvements are substantially completed by fourteen (14) days prior to such date, unless sooner terminated or extended as hereinafter providedbut otherwise the Commencement Date shall be first to occur of the following events (i) fourteen (14) days after the date on which Landlord notifies Tenant that the Premises Improvements are substantially completed in accordance with Exhibit D, shall end (ii) the date on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession which Tenant commences beneficial occupancy of any portion of the Premises other than for move in purposes, or (iii) if substantial completion of the Premises Improvements is delayed due to Tenant on or before any specified dateTenant's failure to perform its obligations under this Lease, then the date determined by Landlord as fourteen (14) days after the date upon which the Premises Improvements would have been substantially completed, but for any reason whatsoever, Landlord shall not be liable for any damage therebyTenant's failure to perform. If this Commencement Date is later than the Section 1 Commencement Date, this Lease shall not be void or voidable therebyvoidable, and nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, provided only that if substantial completion of manufacturing space on the Term shall first floor (the "Manufacturing Space") has not commence until Landlord tenders possession of occurred by December 31, 1994 for any reason other than force majeure or delay caused by Tenant, or if the Premises to Tenant. Landlord shall be deemed to have tendered possession of Improvements are not all substantially complete by the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement seven month anniversary of the Commencement Date for any reason other than force majeure or delay caused by Tenant (or the Rent Commencement Date) for (i) any which Tenant caused delay in the delivery of possession of the Premises shall include delay caused by Tenant's failure to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating timely respond to Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedplan proposals), Landlord and then Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure be entitled to do so will not affect the determination of such dates. For purposes of determining whether cancel this Lease on thirty (30)days written notice to Landlord given within ten (10) days after ▇▇▇▇▇▇ has accepted possession of ▇▇▇'s failure to meet an applicable deadline, and neither party shall have any further obligation to the Premises, Tenant other. Landlord shall confirm the Commencement Date by written notice to Tenant. This Lease shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into for a term ("Lease Term") beginning on the Premises and/or commences constructionCommencement Date and ending on the Expiration Date, except to unless extended or sooner terminated in accordance with the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions terms of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term term of this Lease and Tenant’s obligation to pay rent hereunder shall commence on the first to occur of the following dates (the “Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender ”): (a) The date Tenant first takes possession of the Leased Premises and conducts business therein; (b) April 1, 2010. Tenant shall have two (2) five-year options to renew this Lease by providing Landlord three hundred sixty (360) day prior written notice for each respective option. In the event Tenant on or before exercises its first option to renew this Lease, Basic Annual Rent, at the commencement of the first option period, shall be 95% of the Basic Annual Rent at the end of the initial term of this Lease and shall escalate at three percent (3%) annually. In the event Tenant exercises its second option to renew this Lease, Basic Annual Rent, at the commencement of the second option period, shall be 103% of the Basic Annual Rent at the end of the first option term of this Lease and shall escalate at three percent (3%) annually. Except to the extent of any specified date, for any reason whatsoevermonies deposited with Landlord by Tenant, Landlord shall not be liable for have any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession liability to Tenant arising out of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or to occur. Notwithstanding the Rent Commencement Date) for (i) any delay foregoing, in the delivery of possession of event Landlord fails to deliver the Leased Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of with Landlord’s Post- Commencement Work Construction Obligations complete on or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once before April 1, 2010, and such failure is not a result of a Tenant Delay, (a) the Commencement Date is determinedshall not occur until July 1, Landlord 2010, and (b) Tenant shall execute an agreement stating be permitted to occupy the Commencement DateLeased Premises, provided such occupancy will be subject to Tenant’s compliance with all of the provisions of this Lease, other than the payment of Basic Annual Rent Commencement Date and Expiration Date(which Tenant shall not be required to pay until July 1, but the failure to do so will not affect the determination of such dates2010). For purposes of determining whether ▇▇▇▇▇▇ has accepted possession this Lease a Tenant Delay shall mean any delays in the completion of the PremisesLandlord’s Construction Obligations as a result of (a) Tenant’s failure to deliver plans and specifications in the time frames required by Exhibit “C”, (b) Tenant’s acts or omissions, including any interference with the Landlord’s performance of the Landlord’s Construction Obligations, (c) change orders requested by Tenant or required as a result of applicable laws, (d) errors or omissions in Tenant’s plans and specifications, (e) Tenant’s failure to obtain necessary permits and approvals in the time frames required by Exhibit “C”, (f) Tenant’s failure to pay for Tenant’s Construction Obligations (subject to reimbursement as provided in Section 2.3) or (g) Tenant’s failure to approve a general contractor in accordance with the provisions of Exhibit “C”. In addition to the foregoing, in the event Landlord fails to deliver the Leased Premises to Tenant with Landlord’s Construction Obligations complete on or before June 1, 2010 (as such date is extended for each day such failure is a result of a Tenant Delay or a delay described in Section 22.2), Landlord shall pay to Tenant, as liquidated damages, $500.00 per day for each day beyond June 1, 2010 (as extended for periods of Tenant Delay and delays described in Section 22.2) until Landlord deliver’s the Leased Premises to Tenant with Landlord’s Construction Obligations complete. In the event Landlord fails to deliver the Leased Premises to Tenant with Landlord’s Construction Obligations complete on or before August 1, 2010 (as such date is extended for each day such failure is a result of a Tenant Delay), Tenant shall be deemed entitled to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except terminate this Lease by delivering written notice to Landlord prior to the extent that Tenant is authorized in this Lease or by time Landlord has completed Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementConstruction Obligations.

Commencement Date. The “Commencement Date” shall mean May 1, 2021. Notwithstanding the foregoing, in the event that Landlord does not deliver possession of the Leased Premises to Tenant in broom clean condition with a temporary occupancy certificate allowing Tenant to occupy the office and biology lab portions of the Leased Premises on or prior to May 15, 2021 (a) Upon such date, which shall be extended for Tenant Delays to the extent Tenant’s actions causing such Tenant Delays occur after the Effective Date, the terms and provisions hereof “Estimated Interim Turnover Date”), then Tenant shall be fully binding entitled to an abatement of Base Rent equal to the daily Annual Base Rent previously paid for each day in the period beginning on the day following the Estimated Interim Turnover Date and ending on the date that Landlord delivers possession of the Leased Premises to Tenant in broom clean condition with a temporary occupancy certificate allowing Tenant to occupy the office and biology lab portions of the Leased Premises, which abatement shall be in addition to any other abatement, free rent periods or other rental concessions to which Tenant may be entitled under the Lease (as amended hereby). Tenant acknowledges that, following the Commencement Date, Landlord will still be performing work within the Leased Premises during normal business hours to achieve Substantial Completion, and that such work shall not constitute a constructive eviction or otherwise be in violation of the Lease. Landlord shall cause the Landlord’s Work and the Tenant Improvements to be Substantially Complete on or prior to June 15, 2021 (such date, which shall be extended for Tenant Delays to the extent Tenant’s actions causing such Tenant Delays occur after the Effective Date, the “Estimated Final Turnover Date”). In the event that Landlord fails to cause Substantial Completion of the Landlord’s Work and the Tenant Improvements on or prior to the Estimated Final Turnover Date, then Tenant shall be entitled to an abatement of Base Rent equal to the daily Annual Base Rent previously paid for each day in the period beginning on the day following the Estimated Final Turnover Date and ending on the date that the Landlord’s Work and the Tenant Improvements are Substantially Completed, which abatement shall be in addition to any other abatement, free rent periods or other rental concessions to which Tenant may be entitled under the Lease (as amended hereby). Notwithstanding the foregoing, Tenant shall have the right to enter the Leased Premises as of the Effective Date for the purposes of installing cabling, wiring, telephone equipment, fixtures, furniture, and equipment to facilitate Tenant’s move-in and start-up of business operations, so long as any such entry is coordinated with Landlord and Tenant prior to Landlord’s contractors and such entry and installations do not unreasonably interfere with the work being performed by Landlord’s workmen or contractors in the Leased Premises. No such entry shall be deemed Tenant’s possession of the Leased Premises, or otherwise affect the occurrence of the Commencement Date. The Term In any such event, the Tenant’s workmen and contractors shall take reasonable steps to minimize interference with any work being simultaneously performed by the Landlord’s workmen or contractors in the Leased Premises. In the event of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises any unreasonable interference prior to Tenant on or before any specified date, for any reason whatsoeverSubstantial Completion, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and have the Term shall not commence until Landlord tenders possession of the Premises right to Tenant. Landlord shall be deemed to have tendered possession of the Premises provide written notice to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacantsuch interference, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date cause its workmen and Expiration Date, but the failure contractors to do so will not affect the determination of cease such datesinterference or cease performing such work until Landlord’s workmen and contractors have completed their work. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession Any such early entry into and occupancy of the Premises, Leased Premises by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except be subject to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any all of the foregoing without being deemed to have accepted possession terms, covenants, conditions and provisions of the Premises. The provisions Lease, including, without limitation, providing certificate(s) of insurance required under this Section 2.2 are intended Lease, excluding only the covenant to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementpay Rent (defined herein).

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of the Premises to Tenant on or before any specified datethe Scheduled Delivery Date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until the 90th calendar day after Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancyArticle 4. Except as otherwise expressly provided in Section 2.2(b), no No failure to tender possession of the Premises to Tenant on or before any specified date the Scheduled Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of ; provided, however, that if Landlord fails to tender possession of the Premises to Tenant on or before September 1, 2000, then, except to the extent caused by Unavoidable Delays, Tenant shall receive for each day of delay thereafter with respect to the Premises a credit against Fixed Rent in an amount equal to $8,000.00 per day. Landlord shall use its commercially reasonable efforts to cause the Base Building Work to be Substantially Complete on or before the Commencement Date. The Base Building Work shall be deemed to be "Substantially Complete" upon the date by which results there remains no incomplete or defective item of the Base Building Work that would materially adversely affect Tenant's intended use of the Premises and that Landlord has obtained (or as of the Commencement Date will have obtained) all necessary permits and approvals from any Governmental Authorities with respect to the Base Building Work required for the legal occupancy of the Premises for the Permitted Use (subject to Substantial Completion by Tenant Delay or (ii) any delay by Landlord in of the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement WorkInitial Installations). Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.

Commencement Date. (a) Upon From and after the Effective Date, the terms and provisions hereof of this Lease shall be fully binding on Landlord and Tenant Tenant, including prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if . (b) If Landlord does not tender possession of the Premises or any portion thereof to Tenant on or before any specified date, for any reason whatsoever, this Lease shall not be void or voidable as a result thereof, Landlord shall not be liable for any damage therebythereby caused, this Lease such failure shall not be void or voidable therebyaffect any other obligations of Tenant hereunder (except as expressly provided in this Section, in the definition of the Commencement Date and in Section 4.3), and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or and/or the Rent Commencement Date) for Date for (i) any delay in the delivery tender of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay delays by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating punch list items related to Landlord’s Pre-Commencement Work. . (c) Once the Rent Commencement Date is has been determined, Landlord shall prepare and Tenant the parties shall execute an agreement stating join in a memorandum confirming the Commencement Date, the Rent Commencement Date Date, the Fixed Rent, the amount of Landlord’s Contribution, Tenant’s Proportionate Share, the Area of the Premises, the Area of the Building and the Expiration Date. Pending the execution of such memorandum, but each of said items shall be as specified in the Basic Lease Provisions. Landlord’s failure to do so will deliver the foregoing memorandum shall not affect the determination of any of such datesdates or amounts. For purposes If Tenant fails to give Landlord written notice that Tenant contests Landlord’s determination of determining whether ▇▇▇▇▇▇ has accepted possession any information contained in the memorandum within thirty (30) days after Tenant receives such commencement notice, Landlord shall deliver Tenant an additional notice regarding the Landlord’s determination of the PremisesCommencement Date, which notice must state “SECOND AND FINAL REQUEST” in 12 font bold print at the top of the first page of the notice. If Tenant fails to give Landlord written notice that Tenant contests Landlord’s determination within five (5) Business Days of receipt of the second notice, then Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementsuch determination(s).

Commencement Date. Landlord shall prepare the Premises for Tenants occupancy in accordance with the Plans and Specifications. Landlord's preparation of the Premises (a"Landlord's Work") Upon shall be performed by Landlord's contractors and the Effective Tenant Improvement Allowance shall be applied against the cost thereof as provided in paragraph 2.5 hereof. Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. Taking of possession by tenant of the whole or any part of the Premises shall establish the Commencement Date as specified in the definition of that term and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Such taking of possession shall further establish that the Premises are in good and satisfactory condition when possession was so taken and the Commencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's architect or general contractor shall be conclusive. If on the Commencement Date, the terms and provisions hereof shall Punch List Work remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. The Term Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of Landlord. Notwithstanding anything to the contrary herein contained, if the Commencement Date shall not have occurred by the date ("Last Construction Completion Date") which is seven (7) months after the date of this Lease for any reason other than delays caused by Tenant or delays attributable to force majeure (see paragraph 6.8), then Tenant shall commence have the right to terminate this Lease, exercisable by giving Landlord a written thirty (30) day termination notice on or after the Last Construction Completion Date and on or before the date which is fourteen (14) calendar days after the Last Construction Completion Date, time being of the essence in respect of Tenant's giving said notice. If the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant occur on or before any specified datethe thirtieth (30th) day following Landlord's receipt of such notice, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord 's termination notice shall be deemed null and void and of no further force or effect. Notwithstanding anything to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, contrary in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b)foregoing contained, no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There there shall be no postponement of the Commencement Date if delay in Substantial Completion shall be due to any change required by Tenant in the Plans and Specifications. In addition to the Tenant Improvements to be constructed as shown in Tenant's Plans and Specifications, subject to Landlord's approval of the Conduit Plan, as defined below, Landlord shall install a conduit ("Tenant's Conduit") to run telecommunications cabling between the Premises and other premises currently demised to Tenant in another building ("Building 500") in the Office Park. Tenant shall prepare plans and specifications (the "Conduit Plan") showing dimensions, materials, location and connection points of Tenant's Conduit for submission to Landlord for its approval or disapproval. Tenant's Conduit Plan shall specify materials having sufficient capacity to meet Tenant's anticipated telecommunications needs during the Lease Term. All costs for labor and materials associated with the installation of Tenant's Conduit, plus the Construction Management Fee in respect of such cost shall be borne solely by Tenant and shall be paid directly to Landlord in full prior to the commencement of any work associated with Tenant's Conduit. No portion of the Tenant Improvement Allowance or the Rent Commencement DateConstruction Principal (as defined below in paragraph 2.5) for (i) any delay in shall be allocated to such cost. Landlord shall perform the delivery installation of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in Tenant's Conduit during the performance of Landlord’s Post- Commencement 's Work to prepare the Premises for Tenant's occupancy. At the expiration or any Punch List Items relating sooner termination of the Lease Term, Tenant's Conduit shall become the property of Landlord. Notwithstanding anything to Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedcontrary contained in the foregoing, Landlord and Tenant shall execute an agreement stating the Commencement Datemay elect, Rent Commencement Date and Expiration Date, but the failure (without being obligated to do so will not affect so), (i) to install a conduit of larger size or greater capacity in place of Tenant's Conduit, in which case, if there shall be an incremental increase in the determination of cost to procure materials for and/or install such dates. For substitute conduit (for purposes of determining whether ▇▇▇▇▇▇ has accepted possession hereof, also to be deemed Tenant's Conduit), Landlord shall pay such incremental cost, and/or (ii) to install, at Landlord's own cost and expense, a separate conduit running alongside Tenant's Conduit for all or a portion of the Premiseslength of Tenant's Conduit. Regardless of whether Landlord shall make either or both of the preceding elections, Landlord shall have the right to utilize Tenant's Conduit to provide telecommunications or other services to other tenants in the Office Park, provided that such utilization by Landlord shall not diminish or interfere with Tenant's use of Tenant's Conduit. If and for so long as Tenant's Conduit shall be used solely and exclusively by Tenant, all maintenance and repair of Tenant's Conduit shall be performed by and at the expense of Tenant. In performing such maintenance and repair, Tenant shall not interfere with Landlord's operation, administration, and maintenance of any portion of Landlord's real or personal property or other facilities in the Office Park, nor with the use and enjoyment by any other tenant of other premises in the Office Park. If Landlord shall also use Tenant's Conduit as aforesaid, Landlord shall perform all maintenance and repair thereof and the costs of such maintenance and repair shall be deemed to have done so when included in Operating Costs for purposes of this Lease. Tenant first moves Tenant’s Property and/or shall, at its own cost and expense, repair any of its personnel into the Premises and/or commences construction, except and all damage to the extent that Tenant is authorized in this Lease Building, Building 500, the Land, paved areas, drives, walks, and landscaping or to Landlord's other facilities and equipment, and shall otherwise defend, indemnify and hold Landlord harmless for any loss, cost, liability, damage or expense (including, without limitation, reasonable attorneys' fees) directly or indirectly arising out of the installation, use, maintenance or repair of Tenant's Conduit, unless caused by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement's negligence.

Commencement Date. (a) Upon the Effective DateAs herein used, the terms and provisions hereof phrase "commencement date" shall mean the earlier of: (i) the day Tenant opens for business in the demised premises, or (ii) ninety (90) days after Landlord has delivered to Tenant possession of the demised premises as same are to be fully binding on substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the demised premises to Tenant with Landlord's Work (as set forth on Exhibit "B", attached hereto and made a part hereof) completed between July 1, 2005 and August 15, 2005 (the "Delivery Period"). Landlord shall give Tenant notice (the "Estimated Delivery Notice") no later than May 1, 2005 of the status of Landlord's construction and the estimated date that Landlord shall deliver the Premises to Tenant with Landlord's Work substantially completed (the "Estimated Delivery Date"). Landlord may, but is under no obligation, to revise the Estimated Delivery Date any time prior to thirty (30) days prior to the occurrence Estimated Delivery Date (the "Final Delivery Notice Date"), by which time Landlord shall have given Tenant a final notice (the "Final Delivery Notice") of a firm delivery date (the "Final Delivery Date") upon which the Landlord's Work shall be substantially completed and the Leased Premises delivered to Tenant. Upon the sending of the Commencement Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. However, if Landlord has not delivered a Final Delivery Notice by the Final Delivery Notice Date, then the Estimated Delivery Notice shall be the Final Delivery Notice and the Estimated Delivery Date shall be the Final Delivery Date. The Term Final Delivery Date shall not be earlier than (i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration DateDelivery Period. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of deliver the Premises demised premises to Tenant as required herein by August 15, 2005, Tenant may defer delivery until January 2, 2006. If Landlord does not deliver the demised premises to Tenant thereafter on or before July 1, 2006, Tenant may terminate this Lease or defer delivery until December 1, 2006. In the event that the demised premises and Landlord's Work are not substantially completed and delivered to Tenant on or before any specified datethe Final Delivery Date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord minimum rent due hereunder shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacantadjusted so that, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) for (i) any delay in day of minimum rent for each day after the Final Delivery Date until delivery of the demised premises is made to Tenant consistent with the terms of this Lease, including substantial completion of the Landlord's Work. Tenant shall not be obligated to accept possession of the Premises demised premises prior to the later of (a) substantial completion of Landlord's Work, (b) the first day of the Delivery Period and (c) the Final Delivery Date. Time is of the essence regarding all dates set forth in this Section 3(a). Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord's Work at the demised premises so that Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the may obtain a building permit for Tenant's Work and commence performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementsame.

Commencement Date. (aA) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if date that Landlord does not tender delivers vacant and exclusive possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, with Landlord’s Premises Work Substantially Complete (such date that Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, delivers vacant and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered exclusive possession of the Premises to Tenant upon with Landlord’s Premises Work Substantially Complete being referred to herein as the giving of “Commencement Date”). Landlord shall give Tenant at least ten (10) days advance notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement occurrence of the Commencement Date (it being understood that Landlord shall have the right to give more than one (1) such notice as hereinafter provided), with the understanding, however, that (x) Landlord shall not be in default if the Commencement Date occurs earlier or later than the date that Landlord specifies in any such notice to Tenant, provided that Landlord gives such notice to Tenant in good faith, and (y) the Commencement Date shall occur as otherwise provided in this Lease notwithstanding that the Commencement Date occurs earlier or later than the date that Landlord specifies in any such notice, provided that Landlord gives such notice to Tenant in good faith. (B) Landlord shall use commercially reasonable efforts to Substantially Complete Landlord’s Premises Work on or prior October 1, 2021. If Landlord’s Premises Work is not Substantially Complete on or prior to January 1, 2022, as such date may be adjourned by periods of Unavoidable Delays (including, without limitation, Epidemic/Pandemic Unavoidable Delays) (but not to exceed sixty (60) days in the aggregate for any Unavoidable Delays other than Epidemic/Pandemic Unavoidable Delays), Tenant Work Delays and/or Long Lead Work (such date, as the same may be so adjourned, the “First Outside Date”), then each Applicable Rent Commencement DateDate shall be adjourned, as Tenant’s sole remedy, subject to the other remedy in this Section 1.2(B), by one (1) for day for each day occurring during the period commencing on the First Outside Date until the earlier to occur of (i) any delay day immediately preceding the date Landlord’s Premises Work is Substantially Complete, and (ii) the Second Outside Date. If Landlord’s Premises Work is not Substantially Complete on or prior to April 1, 2022, as such date may be adjourned by periods of Unavoidable Delays (including, without limitation, Epidemic/Pandemic Unavoidable Delays) (but not to exceed sixty (60) days in the aggregate for any Unavoidable Delays other than Epidemic/Pandemic Unavoidable Delays), Tenant Work Delays and/or Long Lead Work (such date, as the same may be so adjourned, the “Second Outside Date”), then each Applicable Rent Commencement Date shall be adjourned, as Tenant’s sole remedy, subject to the other remedy in this Section 1.2(B), by two (2) days for each day occurring during the period commencing on the Second Outside Date until the day immediately preceding the date Landlord’s Premises Work is Substantially Complete. If Landlord’s Premises Work is not Substantially Complete on or prior to the date that a Successor succeeds to Landlord’s interest in the Real Property as provided in Article 13 hereof, as such date may be adjourned by periods of Unavoidable Delays (including, without limitation, Epidemic/Pandemic Unavoidable Delays) (but not to exceed sixty (60) days in the aggregate for any Unavoidable Delays other than Epidemic/Pandemic Unavoidable Delays), Tenant Work Delays and/or Long Lead Work (such date, as the same may be so extended, the “Third Outside Date”) then Tenant, as Tenant’s sole remedy, subject to the other remedies expressly set forth in this Section 1.2(B), shall have the right to terminate this Lease by giving notice thereof (a “Termination Notice”) to Landlord no later than the thirtieth (30th) day after the Third Outside Date (as to which thirtieth (30th) day time shall be of the essence). If Tenant delivers the Termination Notice to Landlord and Landlord’s Premises Work is not Substantially Complete on or prior to the fifth (5th) day after Tenant’s delivery of possession of the Termination Notice, then this Lease shall automatically terminate on such fifth (5th) day; it being understood, however, that if Landlord shall deliver the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of with Landlord’s Post- Commencement Premises Work Substantially Complete by such fifth (5th) day, then such Termination Notice shall be deemed null and void and this Lease shall remain in full force and effect and Tenant shall have no further right to terminate this Lease pursuant to this Section 1.2(B). If Tenant effectively exercises such aforesaid right to terminate this Lease, then, subject to the terms hereof, from and after the Third Outside Date, neither party shall have any further rights or any Punch List Items relating to Landlord’s Pre-Commencement Workobligations hereunder except for those obligations which expressly survive the Expiration Date. Once the Commencement Date is determinedFor purposes of clarity, Landlord and Tenant agree that there shall execute an agreement stating be no cap on the Commencement number of days that the First Outside Date, Rent Commencement the Second Outside Date and Expiration Date, but the failure to do so will not affect the determination Third Outside Date are each adjourned as a result of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementEpidemic/Pandemic Unavoidable Delays.

Commencement Date. (a) Upon Notwithstanding any provision to the Effective contrary contained in the Lease, and subject to the terms and conditions contained herein, the commencement date of the Lease for the Expansion Space shall be September 1, 2006 (the “Expansion Space Commencement Date”). Landlord will deliver to Tenant and Tenant will accept the Expansion Space on the Expansion Space Commencement Date in its “as-is” condition. Tenant acknowledges that neither Landlord nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Expansion Space for the conduct of Tenant’s business or for any other purpose. Neither Landlord nor its agents or employees have agreed to undertake any alterations or construct any tenant improvements to the Original Premises or the Expansion Space. (b) Even though the Expansion Period commences on the Expansion Space Commencement Date, Tenant shall be permitted to occupy the Expansion Space upon mutual execution of this Second Amendment and Tenant’s payment of the first months Rent due for the Expansion Period (“Early Occupancy”). Tenant’s Early Occupancy of the Expansion Space is conditioned upon Tenant’s agreement to be responsible for all other obligations existing under the Lease. Any early entry will be at Tenant’s sole risk and subject to all the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall as though the Expansion Space Commencement Date had occurred, except for the payment of Rent (other than the first months Rent), which will commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, Date. (c) Tenant shall end on diligently apply for all licenses and permits in relation to the Expiration DateExpansion Space. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of In the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for event Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b)receipt of its business license is delayed due to requirements resulting from the fire inspection to be done during the permitting process, no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for shall be delayed only if (i) the fire inspection requires certain work be done to the Expansion Space prior to any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or occupancy, and (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating work required is due to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure conditions that existed prior to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementEarly Occupancy period.

Commencement Date. The term of this Lease (a"Lease Term") Upon shall be for the Effective period specified in Paragraph 1.5 above, commencing on the date set forth in Paragraph 1.6 ("Commencement Date"); provided, however, in the event the ADA Work and any UBC Work to be performed by Landlord as to which Landlord has been advised prior to the Execution Date, if any ("Landlord's Work"), is not completed by the terms and provisions hereof aforesaid Commencement Date, then the Commencement Date shall be fully binding the date on Landlord and Tenant prior which Landlord's Work is substantially completed. Landlord's Work shall be deemed to be substantially completed upon the occurrence of the Commencement Dateearlier of the following: (a) The date on which all improvements to be constructed by Landlord have been substantially completed except for punch list items which do not prevent Tenant from using the Premises for its intended use, and the appropriate governmental approvals for occupancy of the Premises have been issued; or (b) The date on which all improvements to be constructed by Landlord would have been substantially completed except for such work as Landlord is required to perform but which is delayed because of any of the following (each, a "Tenant Delay"): (i) fault or neglect of Tenant, acts of Tenant or Tenant's agents (including without limitation delays caused by work done on the Premises by Tenant or Tenant's agents or by acts of Tenant's contractors or subcontractors); (ii) delays caused by change orders requested by Tenant or required because of any errors or omissions in plans submitted by Tenant: and (iii) such work as Landlord is required to perform but cannot complete until Tenant performs necessary portions of construction work it has elected or is required to do; or (c) The date Tenant opens for business in the Premises. The Term of this Lease shall commence on If the improvements to be constructed by Landlord are deemed to be substantially completed pursuant to Paragraph 3.1(b) above, Tenant acknowledges that the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable therebyoccur, and therefore Tenant's obligation to pay Rentals shall commence, earlier than the Term shall not commence until Landlord tenders possession date of the Premises to Tenantactual completion of Landlord's Work. Landlord Landlord's Work shall be deemed to have tendered possession be substantially completed one day earlier than the date of the Premises to actual completion for each day that actual completion is delayed by reason of a Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancyDelay. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once If the Commencement Date is determineda date other than the date set forth in Paragraph 1.6, then the Ending Date set forth in Paragraph 1.7, the rental adjustment dates set forth in Paragraph 1.8 and any other certain dates specified herein shall be adjusted accordingly. When the Commencement Date, Ending Date, rental adjustment dates, and such other dates become ascertainable, Landlord and Tenant shall specify the same in writing, in the form of the attached Exhibit D, which writing shall be deemed incorporated herein. Tenant's failure to execute an agreement stating and deliver the Commencement Date, Rent Commencement Date and Expiration Date, but the failure letter attached hereto as Exhibit D within thirty (30) days after Tenant receives written request from Landlord to do so will not affect (subject to any legitimate disagreement by Tenant with the determination of such datesterms thereof, which both parties shall use reasonable efforts to resolve) shall be a Default by Tenant hereunder. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession The expiration of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any Lease Term or sooner termination of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement is referred to do any of herein as the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement"Lease Termination."

Commencement Date. (a) Upon the Effective Date, the terms and ----------------- provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement DateDate (as hereinafter defined). The Term of this Lease shall commence on that date (the "Commencement Date andDate") which is the later of the (i) "Scheduled Commencement Date" specified in Article 1, unless or (ii) date any portion of the Premises comprising at least a full floor is deemed Ready for Occupancy (as such term is defined in the Workletter Agreement (as hereinafter defined)). Unless sooner terminated or extended as hereinafter provided, the Term shall end on the "Expiration Date" specified in Article 1. Except Landlord shall use its commercially reasonable efforts to tender all four (4) of the floors comprising the Premises within thirty (30) days following the Term Commencement Date. Tenant's obligation to pay Fixed Rent and Operating Expenses and Taxes shall commence on a Floor by Floor basis as otherwise expressly provided each such Floor is tendered to Tenant in Section 2.2(b), if its Ready for Occupancy condition. If Landlord does not tender possession of all or any portion of the Premises to Tenant on or before any specified date, the Scheduled Commencement Date in its Ready for Occupancy condition for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term Tenant shall not commence be liable for any Rent or any other sums payable by Tenant hereunder with respect to any nontendered portion of the Premises (except for (1) any special services provided by Landlord at Tenant's request with the understanding that Tenant's obligation to pay therefor is not conditioned upon delivery of the Premises and which are not customarily provided to tenants of buildings comparable to the Building except at additional cost and (2) any damages or claims under any indemnities by Tenant set forth in this Lease) until Landlord tenders possession of such portion of the Premises to Tenant. Landlord shall be deemed to have tendered Tenant in its Ready for Occupancy condition, unless the delay in tendering possession of the Premises to Tenant upon is caused by "Tenant Delays" as defined in the giving Workletter Agreement. If any such delay in Landlord's tendering possession of notice by Landlord the Premises to Tenant stating that is caused by Tenant Delays, then Tenant shall be liable for Rent commencing on the date Landlord would have been able to tender possession of the Premises are vacant, to Tenant with the Premises in the its Ready for Occupancy condition required by this Lease and available for Tenant’s occupancyhad there not occurred Tenant Delays. Except as otherwise expressly provided in Section 2.2(b), no No failure to tender possession of the Premises to Tenant on or before the Scheduled Commencement Date shall in any specified date shall way affect any other obligations of Tenant hereunder. There ; provided, however, that if Landlord fails to tender possession of the Premises in their Ready for Occupancy condition by December 31, 2000 (the "Termination Date"), which Termination Date shall be no postponement extended one (1) day for each day of Tenant Delays, then Tenant shall have the Commencement right, upon prior written notice to Landlord, to terminate this Lease, unless, prior to the Termination Date (or the Rent Commencement Date) for (i) any delay specified in the delivery of Tenant's Termination Notice, Landlord tenders possession of the Premises to Tenant which results from any in their Ready for Occupancy condition. If Tenant Delay elects to so terminate this Lease, Landlord shall not be obligated to reimburse Tenant for the costs of the planning, design or construction of the Improvements (iias hereinafter defined) any delay paid for by Landlord in Tenant prior to the performance effective date of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Worktermination. Once all four (4) floors of the Premises have been delivered and the Commencement Date is has been determined, Landlord and Tenant shall execute an agreement amendment to this Lease stating the Commencement Date, Rent Commencement the Expiration Date and Expiration Datethe dates Fixed Rent commenced for each of the four (4) floors comprising the Premises, but the any failure to do so will execute such an amendment shall not affect the determination of such datesdates hereunder. For Tenant shall have the right, prior to the Commencement Date, to enter the Premises for purposes of determining whether ▇▇▇▇▇▇ has accepted possession of planning, constructing and installing Tenant's furnishings and equipment in the Premises, Tenant including, without limitation, Tenant's installation of telecommunications and computer cables, provided that in connection with any such early entry (a) Landlord reasonably determines that such entry would not unreasonably impede or interfere with Landlord's construction of the Improvements and (b) Tenant's entry shall be deemed subject to have done so when such safety procedures and restrictions as Landlord's contractor may reasonably impose. To the fullest extent permitted by law but excluding the gross negligence or willful misconduct of Landlord or its employees, agents or contractors, Tenant first moves Tenant’s Property and/or hereby assumes the entire risk of damage of, or injury to, any of its personnel into Tenant's furniture, furniture systems or equipment installed or placed in any portion of the Premises and/or commences construction, except by Tenant prior to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementCommencement Date.

Commencement Date. (a) Upon The Commencement Date shall be on or before April 1, 2002. Tenant acknowledges that it has inspected and accepts the Effective Premises, and specifically the buildings and improvements comprising the same, in their present condition as suitable for the purpose for which the Premises are leased. Taking of possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken and that Tenant bas determined that the Premises are suitable for Tenant's intended purposes. Landlord has made no warranties with respect to suitability and Tenant hereby expressly waives any implied warranty of same. Tenant further acknowledges that no representations as to the repair of the Premises, nor promises to alter, remodel or improve the Premises have been tirade by Landlord, unless such are expressly set forth in this lease. If this lease is executed before the Premises become vacant or otherwise available and ready for occupancy, or if any present tenant or occupant of the Premises holds over, and Landlord cannot acquire possession of the Premises prior to said Commencement Date, the terms and provisions hereof Landlord shall not be fully binding on Landlord deemed to be in default hereunder. and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the Commencement Date; and Landlord hereby waives payment of rent covering any period prior to the occurrence tendering of possession to Tenant hereunder. After the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, (b) In the event this lease pertains to a building to be constructed and/or in respect of which interior modifications arc to be made to the Premises by Landlord, the provisions of this subparagraph B shall apply in lieu of the provisions of subparagraph A above and the Commencement Date shall be the date upon which the buildings and other improvements erected and to be erected upon the Premises andior interior modifications to be completed by Landlord hereunder, as applicable, shall have been substantially completed in accordance with the plan and specifications described on Exhibit “1I-2” attached hereto and incorporated herein by reference. Delays of any nature whatsoever attributable to the acts or omissions of Tenant or its employees, aments or contractors, shall not be cause for delay of the Commencement Date. The Term Landlord shall notify Tenant in writing as soon as Landlord deems said buildings and other improvements to be completed and ready for occupancy as aforesaid. In the event that said buildings and other improvements have not in fact been substantially completed as aforesaid, Tenant shall notify Landlord in writing of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoeverits objections, Landlord shall not have a reasonable time after delivery of such notice in which to take such corrective action as may be liable for any damage thereby, this Lease shall not be void or voidable therebynecessary, and the Term shall not commence until Landlord tenders notify Tenant in writing as soon as it deems such corrective action has been completed so that said buildings and other improvements are completed and ready for occupancy. Taking of possession of the Premises to Tenant. Landlord by Tenant shall be deemed conclusively to establish that said buildings and other improvements have tendered possession of been completed in accordance with the Premises to Tenant upon the giving of notice by Landlord to Tenant stating plans and specifications and that the Premises are vacantin good and satisfactory condition, in as of when possession was so taken. Tenant acknowledges that no representations as to the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession repair of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunderhave been made by Landlord, unless such are expressly set forth in this lease. There shall be no postponement of the After such Commencement Date (or the Rent Commencement Date) for (i) any delay in the Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions In the event of this Section 2.2 are intended any dispute as to constitute “an express provision substantial completion or work performed or required to be performed by Landlord, the contrary” within the meaning certificate of Section 223-a of the New York Real Property Law Landlord's architect or any successor Requirementgeneral contractor shall be conclusive.

Commencement Date. (a) Upon the Effective DateSubject to adjustment as provided in Article 3, the terms and provisions hereof term “Commencement Date” shall be fully binding on mean January 1, 2005. Landlord and Tenant prior to acknowledge and agree that Tenant currently occupies the occurrence Premises under that certain Lease with Landlord dated June 15, 1994 as subsequently amended (“Prior Lease”), the term of which expires on December 31, 2004. The Premises comprise a portion of the Commencement Datetotal premises leased by Tenant under the Prior Lease. The Term It is the intent of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided parties that Tenant will remain in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, described in this Lease after the expiration of the term of the Prior Lease and that Tenant shall not be void or voidable therebysurrender the remainder of the premises leased under the Prior Lease to Landlord pursuant to the surrender terms and conditions of the Prior Lease which shall thereafter terminate, and the Term shall not commence until Landlord tenders possession be of the Premises to Tenantno further force and effect. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by hereby agrees both as Landlord to Tenant stating that the Premises are vacant, in the condition required by under this Lease and available as the Landlord under the Prior Lease, that notwithstanding anything to the contrary in this Lease or the Prior Lease, Tenant shall have no responsibility for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b)the stairwell to the second floor, no failure to tender possession including, without limitation, any responsibility for the removal of the Premises to Tenant on stairs upon the expiration of the Prior Lease or before any specified date shall affect for the removal of any other obligations of alterations or Tenant hereunder. There shall be no postponement improvements made by Tenant under the Prior Lease in the portion of the Commencement Date (or premises surrendered to Landlord at the Rent Commencement Date) for (i) any delay in the delivery of possession expiration of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement WorkPrior Lease. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating continue to occupy the Premises described in this Lease thereafter under the terms and conditions of this Lease. Landlord agrees that after full execution of this Lease but prior to the Commencement Date, Rent Commencement Date and Expiration Date, but Tenant may commence Tenant’s Work (as described in the failure Work Letter Agreement attached as Exhibit B) in the Premises except no work shall be done in the portion of the Premises currently subleased to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ under Sublease Agreement dated June 19, 2002, until Tenant has accepted provided Landlord written evidence that its subtenant has vacated and surrendered possession of the Premises, Tenant Premises or has consented in writing to Tenant’s work. Completion of such Work shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into governed by the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions terms of this Section 2.2 are intended to constitute “an express provision to Lease, not the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementPrior Lease.

Commencement Date. The "Space A Commencement Date" shall be one hundred twenty (a120) Upon days after the Effective date possession of Space A (exclusive of the 189 s.f. storage closet which constitutes a portion thereof) is tendered to Tenant, except as may otherwise be provided in Exhibit C, including with regard to delay in Substantial Completion of Tenant's Work due to Landlord Delays (as defined in Exhibit C). If possession of Space A is tendered to Tenant on December 1, 1998, then the Space A Commencement Date shall, subject to Landlord Delays, be April 1, 1999. The "Space B Commencement Date" shall be one hundred twenty (120) days after the date possession of Space B is tendered to Tenant, except as may otherwise be provided in Exhibit C, including with regard to delay in Substantial Completion of Tenant's Work due to Landlord Delays (as defined in Exhibit C). Occupancy of any portion of the Premises by Tenant prior to the Commencement Date for such portion shall be at Tenant's sole risk and deemed pursuant to, and subject to, all of the terms and provisions hereof of this Lease, except those involving the payment of Base Rent, and Tenant's Share of Expense Increases and Tax Increases (as such terms are hereinafter defined), except as may otherwise be expressly set forth herein; provided, however, that in no event shall Tenant be fully binding on Landlord and Tenant entitled to take occupancy thereof prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if date it receives notice from Landlord does not that Landlord is ready to tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises thereof to Tenant. Landlord shall be deemed to have tendered possession of Promptly after the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Space A Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall hereby agree to execute an agreement stating a Declaration, in the form attached hereto as Exhibit B, to confirm the Space A Commencement Date. Promptly after the Space B Commencement Date, Rent Landlord and Tenant hereby agree to execute a Declaration, in the form attached hereto as Exhibit B, to confirm the Space B Commencement Date. Tenant's failure to execute either Declaration shall not affect either Commencement Date and nor the Lease Expiration Date, but as same are determined by the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions terms of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term term of this Lease shall commence on the Commencement Date andbe for ninety-six (96) months ("Lease Term"), unless sooner terminated or extended as hereinafter provided. The Lease Term shall commence on January 1, shall end on 2003 (the Expiration "Scheduled Commencement Date. Except as otherwise expressly provided in Section 2.2(b"); provided, however, that if Landlord does not tender possession either the first or second floors of the Premises are not Substantially Complete (as hereinafter defined) by the Scheduled Commencement Date, and such a delay is due solely to a Landlord Delay (as defined in the Work Letter), or Force Majeure (as defined in Article 52), the Commencement Date of the Lease shall be extended on a day for day basis for each day of such a delay. In the event the Tenant Improvements (as defined in the Work Letter) on either the first or before any specified datesecond floors of the Premises are Substantially Complete prior to the Scheduled Commencement Date, Tenant shall have the right to early occupancy of such floor of the Premises, subject to all the terms and conditions of this Lease, except for any reason whatsoeverTenant's obligation to pay Rent (as defined below). Tenant hereby acknowledges and agrees that the installation of the elevator and the demising of the lobby of the Premises shall be completed by Tenant, Landlord at Landlord's cost and expense, pursuant to the terms of the Work Letter; provided, however, that the completion of such work shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, a condition to the commencement of the Lease. The first and the Term shall not commence until Landlord tenders possession second floors of the Premises to Tenant. Landlord shall be deemed to have tendered possession be "Substantially Complete" with respect to such floor on the earliest of the date on which: (1) Landlord or Tenant files or causes to be filed with the City of Milpitas (the "City"), if required, an architect's notice of substantial completion, with respect to such floor of the Premises, or similar written notice that such floor of the Premises to is substantially complete, (2) Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession first occupies such floor of the Premises to Tenant on for the operation of Tenant's business, or before any specified (3) a certificate of occupancy (or a reasonably substantial equivalent such as a signoff from a building inspector or a temporary certificate of occupancy) is issued for such floor of the Premises. 1.1.1 The date shall affect any other obligations of Tenant hereunder. There that the Lease commences in accordance with this Article 1 shall be no postponement of referred to herein as the "Commencement Date." 1.1.2 On and after the Commencement Date (Date, the Lease shall continue in full force and effect for the period of time specified as the Term or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Workuntil this Lease is terminated as otherwise provided herein. Once As soon as the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating a Commencement Date Memorandum in the form attached hereto as Exhibit F acknowledging, among other things, the (a) Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination (b) scheduled termination date of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession and (c) Tenant's acceptance of the Premises. The provisions of Tenant's failure to execute the Commencement Date Memorandum shall not affect Tenant's liability hereunder. 1.1.3 Reference in this Section 2.2 are intended Lease to constitute “an express provision to a "Lease Year" shall mean each successive twelve month period commencing with the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementCommencement Date.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof The Commencement Date shall be fully binding on Landlord and Tenant prior to targeted for the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided date set forth in Section 2.2(b)2.03 hereof, if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord but shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for earlier of: (i) any delay the date on which the 3rd Floor Tenant Improvement Work (as defined in the delivery of possession Exhibit C) is substantially completed and Tenant can take occupancy of the Premises to Tenant which results from any Tenant Delay Demised Premises; or (ii) the day on which Landlord obtains a Certificate of Occupancy (temporary or final) or other form of governmental approval permitting Tenant’s occupancy of the 3rd Floor Premises; or (iii) the day on which Tenant takes occupancy of any delay by portion of the Demised Premises; provided that Landlord is not unreasonably delayed in the performance completion of Landlord3rd Floor Tenant Improvement Work due to Tenant’s Post- Commencement Work Changes to the Plans and Specifications, Additional Work requests or any Punch List Items relating to LandlordTenant’s Pre-Commencement Work. Once delays in giving necessary approvals, in which case the Commencement Date is determinedwill be accelerated by the number of any such days of delay. Landlord shall inform Tenant of the anticipated date on which it expects to substantially complete the 3rd Floor Tenant Improvement Work and/or receive a Certificate of Occupancy (temporary or final). (b) After the commencement of the Term, Landlord and Tenant shall execute an agreement stating promptly execute, acknowledge and deliver to each other the Commencement DateDate Memorandum attached hereto as Exhibit G, Rent which confirms the actual Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession Dates of the Premises, Tenant Lease. (c) The Expansion Space Effective Date shall be deemed to have done so when the earlier of: (i) the date on which the Expansion Space Tenant first moves Improvement Work (as defined in Exhibit C) is substantially completed and Tenant can take occupancy of the Expansion Space; or (ii) the day on which Landlord obtains a Certificate of Occupancy (temporary or final if required) or other form of governmental approval permitting Tenant’s Property and/or occupancy of the Expansion Space; or (iii) the day on which Tenant takes occupancy of any portion of its personnel into the Premises and/or commences construction, except Expansion Space; provided that Landlord is not unreasonably delayed in the completion of Expansion Space Tenant Improvement Work due to Tenant’s Work Changes to the extent that Plans and Specifications, Additional Work requests or Tenant’s delays in giving necessary approvals, in which case the Expansion Space Effective Date will be accelerated by the number of any such days of delay. Landlord shall inform Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed anticipated date on which it expects to have accepted possession substantially complete the Expansion Space Tenant Improvement Work and/or receive a Certificate of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law Occupancy (temporary or any successor Requirementfinal).

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term term of this Lease lease (the “Term”) shall commence on the date (herein referred to as “Commencement Date”) which shall be the earlier of (i) the date Tenant occupies the Demised Premises for the conduct of their business or (ii) the date when the Demised Premises shall be deemed substantially complete. The Lease shall expire on the latest to occur of (i) May 31, 2029 or (ii) or 120 Months from the 14th Floor Premises CD as provided for in paragraph 48.02 or (iii) the last day of the 120th calendar month after the month in which the Commencement Date andoccurs (provided that if the Commencement Date is the first day of a month, this Lease shall expire on the last day of the 120th calendar month of the Term) , unless sooner terminated or extended as hereinafter provided, provided herein (“Expiration Date”). The Demised Premises shall end be deemed “substantially complete” on the Expiration Date. Except date that Landlord’s Initial Improvements (as otherwise expressly provided hereinafter defined) in Section 2.2(b)the Demised Premises shall have been substantially completed in accordance with all applicable laws (and it shall be so deemed notwithstanding the fact that minor or insubstantial details of construction, if Landlord does mechanical adjustment or decoration (“punchlist items”) remained to be performed, the non-completion of which do not tender possession materially interfere with Tenant’s use of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable therebyDemised Premises), and the Term shall not commence until Landlord tenders possession of the Demised Premises have been delivered to TenantTenant vacant and broom clean. Landlord shall be deemed use commercially reasonable efforts to have tendered possession give Tenant at least five (5) Business Days prior notice of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancysubstantial completion. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating use reasonable efforts to schedule and jointly perform a walk-through of the Demised Premises to confirm that substantial completion has occurred, provided that failure for such walk-though to occur shall in no way delay or toll the Commencement Date. Landlord shall use commercially reasonable efforts to complete such punchlist items as soon as possible after receipt of notice thereof, and to minimize interference with Tenant’s conduct of business during such work. Tenant shall commence paying the Basic Annual Rent and additional rent due under this Lease on the date (the “Rent Commencement Date”) that is the later of the date that is five (5) Business Days after the Commencement Date and Expiration June 1, 2019. Notwithstanding anything herein to the contrary, in the event the Commencement Date does not occur by November 1, 2019 (“Outside Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises”), Tenant shall have the right to cancel this Lease by written notice to Landlord, and upon delivery of such notice this Lease shall be deemed to terminated and neither party shall have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease further rights or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementobligations hereunder.

Commencement Date. The term of this Lease (“Lease Term”) shall be for the period specified in Paragraph 1.5 above, commencing on the date set forth in Paragraph 1.6 (“Commencement Date”); provided, however, the Commencement Date shall be delayed until such time as the Interior Work is Substantially Completed (as defined below) and at least three (3) weeks have elapsed in the Early Access Period (as defined below). (a) Upon the Effective Date, the terms and provisions hereof The Interior Work shall be fully binding on Landlord and Tenant prior deemed to be “Substantially Completed” upon the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession earliest of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) forfollowing: (i) any delay in The date on which all improvements to be constructed by Landlord have been substantially completed except for punch list items which do not prevent Tenant from using the delivery of possession Premises for its intended use, and the appropriate governmental approvals for occupancy of the Premises to Tenant which results from any Tenant Delay or have been issued; or (ii) any delay the date on which all improvements to be constructed by Landlord would have been substantially completed except for such work as Landlord is required to perform but which is delayed because of any of the following (each, a “Tenant Delay”): (A) delays in Tenant’s architect completing the Preliminary Interior Improvement Plans or the Final Interior Improvement Plans; (B) fault or neglect of Tenant, acts of Tenant or Tenant’s agents (including without limitation delays caused by work done on the Premises by Tenant or Tenant’s agents or by acts of Tenant’s contractors or subcontractors); (C) delays caused by change orders requested by Tenant or required because of any errors or omissions in plans submitted by Tenant; and (D) such work as Landlord is required to perform but cannot complete until Tenant performs necessary portions of construction work it has elected or is required to do; provided, however, Tenant Delays shall not include any delays caused by Landlord or Landlord’s architect or contractor in performing work relating to the Exterior Work; or (iii) the date Tenant opens for business in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement WorkPremises. Once If the Commencement Date is determineda date other than the date set forth in Paragraph 1.6, then the Ending Date set forth in Paragraph 1.7, the rental adjustment dates set forth in Paragraph 1.8 and any other certain dates specified herein shall be adjusted accordingly. When the Commencement Date, Ending Date, rental adjustment dates, and such other dates become ascertainable, Landlord and Tenant shall specify the same in writing, in the form of the attached Exhibit C, which writing shall be deemed incorporated herein. Tenant’s failure to execute an agreement stating and deliver the Commencement Date, Rent Commencement Date and Expiration Date, but the failure letter attached hereto as Exhibit C within thirty (30) days after Tenant receives written request from Landlord to do so will not affect (subject to any legitimate disagreement by Tenant with the determination of such datesterms thereof, which both parties shall use reasonable efforts to resolve) shall be a Default by Tenant hereunder. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession The expiration of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any Lease Term or sooner termination of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement is referred to do any of herein as the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease Termination.”

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of the Premises Additional Second Floor Space or the Additional Third Floor Space to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage therebythereby caused, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises Additional Second Floor Space or the Additional Third Floor Space, as applicable, to Tenant. Landlord shall be deemed to have tendered possession of the Premises Additional Second Floor Space or the Additional Third Floor Space, as applicable, to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are such space is vacant, in the condition required by this Lease and available for Tenant’s 's occupancy. Except as otherwise expressly provided in Section 2.2(b), no No failure to tender possession of the Premises Additional Second Floor Space or the Additional Third Floor Space to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date Additional Second Floor Space or the Additional Third Floor Space (or the corresponding Rent Commencement DateDate with respect to the Additional Second Floor Space or the Additional Third Floor Space, as applicable) for for (i) any delay in the delivery tender of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay delays by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating related to Landlord’s Prethe Additional Second Floor Space Improvements or the Additional Third Floor Space Improvements (as each such term is defined in Rider R1-Commencement WorkB), as applicable (Tenant shall have available to it the remedy described below in this Section 2.2 in the case of any such delay by Landlord in performing any Punch List Items). Once the Additional Second Floor Space and the Additional Third Floor Space Commencement Date is are determined, Landlord and Tenant shall execute an agreement stating the Additional Second Floor Space Commencement Date, the Additional Third Floor Space Commencement Date, the respective Rent Commencement Date Dates and the Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession If Landlord fails to perform and complete any Punch List Items within 30 days after the creation of the Premiseslist of Punch List Items and such failure continues for more than 30 days after notice by Tenant to Landlord of such failure, or if such failure is of a nature that it cannot be completely remedied within 30 days, failure by Landlord to commence to remedy such failure within said 30 days, and thereafter diligently prosecute to completion all steps necessary to completely remedy such failure within 90 days, Tenant may perform and complete such Punch List Items at Landlord's expense. All costs and expenses reasonably incurred by Tenant in connection with any such performance and completion by Tenant shall be deemed paid by Landlord to have done so when Tenant first moves within 30 days after Landlord receives an invoice therefor from Tenant’s Property and/or any , which shall be accompanied by true and complete copies of its personnel into invoices and other reasonable support for the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementcosts and expenses invoiced.

Commencement Date. (a) Upon the Effective DateAs herein used, the terms and provisions hereof phrase "commencement date" shall mean the earlier of: (i) the day Tenant opens for business in the demised premises, or (ii) one hundred twenty (120) days after Landlord has delivered to Tenant possession of the demised premises as same are to be fully binding on substantially completed by Landlord and ready for occupancy, as in (b) below. Landlord agrees to deliver the demised premises to Tenant with Landlord's Work (as set forth on Exhibit "B", attached hereto and made a part hereof) completed between July 1, 2006 and October 15, 2006 (the "Delivery Period"). Landlord shall give Tenant notice (the "Estimated Delivery Notice") no later than July 1, 2006 of the status of Landlord's construction and the estimated date that Landlord shall deliver the Premises to Tenant with Landlord's Work substantially completed (the "Estimated Delivery Date"). Landlord may, but is under no obligation, to revise the Estimated Delivery Date any time prior to thirty (30) days prior to the occurrence Estimated Delivery Date (the "Final Delivery Notice Date"), by which time Landlord shall have given Tenant a final notice (the "Final Delivery Notice") of a firm delivery date (the "Final Delivery Date") upon which the Landlord's Work shall be substantially completed and the demised premises delivered to Tenant. Upon the sending of the Commencement Final Delivery Notice, Landlord shall have no further right to modify the Final Delivery Date. However, if Landlord has not delivered a Final Delivery Notice by the Final Delivery Notice Date, then the Estimated Delivery Notice shall be the Final Delivery Notice and the Estimated Delivery Date shall be the Final Delivery Date. The Term Final Delivery Date shall not be earlier than (i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration DateDelivery Period. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of deliver the Premises demised premises to Tenant as required herein by October 15, 2006, Tenant may defer delivery until January 2, 2007. If Landlord does not deliver the demised premises to Tenant thereafter on or before July 1, 2007, Tenant may terminate this Lease. Notwithstanding the foregoing, if Landlord’s failure to deliver the demised premises to Tenant on or before any specified dateJuly 1, 2007 is due to an event of force majeure which occurs on or after May 1, 2007, Tenant may not exercise its right to terminate the Lease pursuant to this Section 3(a) for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and an additional ninety (90) day period. In the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating event that the Premises demised premises and Landlord's Work are vacant, in the condition required by this Lease not substantially completed and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises delivered to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There the Final Delivery Date, the minimum rent due hereunder shall be no postponement of the Commencement Date (or adjusted so that, after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) for (i) any delay in day of minimum rent for each day after the Final Delivery Date until delivery of the demised premises is made to Tenant consistent with the terms of this Lease, including substantial completion of the Landlord's Work (“Late Delivery Credit”). In the event Landlord does not provide to Tenant a Final Delivery Notice as required herein and the demised premises and Landlord’s Work is not substantially completed and delivered to Tenant on or before the Final Delivery Date, the Late Delivery Credit shall not exceed One Hundred Fifty Thousand Dollars and 0/00 ($150,000.00). Tenant shall not be obligated to accept possession of the Premises demised premises prior to the later of (a) substantial completion of Landlord's Work, (b) the first day of the Delivery Period and (c) the Final Delivery Date. Time is of the essence regarding all dates set forth in this Section 3(a). Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord’s Work at the demised premises so that Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the may obtain a building permit for Tenant’s Work and commence performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession same. (b) Possession of the Premises, Tenant demised premises shall not be deemed to have done so when been given to Tenant first moves unless the demised premises are ready for the installation of Tenant’s Property and/or 's fixtures and finishing work by Tenant, and are free of any violation of its personnel into laws, ordinances, regulations and building restrictions relating to the possession or use of or construction upon the demised premises, and until Landlord has substantially completed Landlord's Work. Tenant shall supply Landlord with Tenant's prototypical plans and specifications, and Landlord shall prepare plans and specifications for the Premises and/or commences constructionat Landlord's expense, except for Tenant's approval. All such Landlord's Work shall be done at Landlord's expense and in compliance with all applicable federal, state and local laws, rules, regulations and code requirements. Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord’s Work at the demised premises as part of Landlord's Work. (c) Prior to the extent date on which possession is delivered to Tenant as aforesaid, Tenant shall have the right to enter the demised premises at its own risk rent-free for the purpose of preparing for its occupancy, installing fixtures and equipment, and receiving merchandise and other property, provided that it does not unreasonably interfere with Landlord's construction activities. All work other than that to be performed by Landlord is to be done by Tenant is authorized in this Lease or by Landlord’s agreement to do any of within ninety (90) days after the foregoing without being deemed to have accepted date possession of the Premises. The demised premises has been delivered to Tenant, at Tenant's expense in accordance with the provisions of this Section 2.2 Lease and as set forth in the schedule entitled Description of Tenant's Work and attached hereto as Exhibit "C" and made a part hereof. All Tenant's Work shall be performed lien free by Tenant, in a good and workmanlike manner (employing materials of good quality) in compliance with all governmental requirements. In the event a mechanic's lien is filed against the demised premises or the Shopping Center on account of Tenant's Work, Tenant shall discharge or bond off same within ten (10) days from the filing thereof. If Tenant fails to discharge said lien, Landlord may bond off or pay same without inquiring into the validity or merits of such lien, and all sums so advanced shall be paid on demand by Tenant as additional rent. (d) From the date upon which the demised premises are intended delivered to constitute “an express provision to Tenant for its work until the contrary” within the meaning of Section 223-a commencement date of the New York Real Property Law or lease term, Tenant shall observe and perform all of its obligations under this Lease (except Tenant's obligation to operate and pay minimum rent, percentage rent and "Tenant's Proportionate Share" (defined in Section 16(c) below) of "Maintenance Costs" (defined and provided for in Section 16(b) hereof) "real estate taxes" (defined and provided for in Section 28(b) hereof) and insurance (provided for in Section 28 hereof). In the event Tenant fails to open for business within one hundred twenty (120) days after the date possession of the demised premises has been delivered to Tenant, Landlord, in addition to any successor Requirementand all other available remedies, may require Tenant to pay to Landlord, in addition to all other rent and charges herein, as liquidated damages and not as a penalty, an amount equal to one-three hundred sixty five thousandths (1/365) of the annual minimum rent for each day such failure to open continues.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of the Premises to Tenant on or before the Commencement Date or any specified other particular date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to TenantCommencement Date. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no No failure to tender possession of the Premises to Tenant on or before any specified date the Commencement Date shall affect any other obligations of Tenant hereunder. There In the event Landlord is required to perform any work or improvement to the Premises or the Building prior to delivery of the Premises to Tenant, there shall be no postponement of the Commencement Date (or the Rent Commencement Date) for for (i) any delay in the delivery tender of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay delays by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items punch list items relating to Landlord’s Pre-Commencement Workwork. Once the Commencement Date is determined, Landlord and shall deliver to Tenant a notice in the form as set forth in Exhibit E, attached hereto, as a confirmation only of the information set forth therein, which Tenant shall execute an agreement stating the Commencement Dateand return to Landlord within ten (10) Business Days of receipt thereof; provided, Rent Commencement Date and Expiration Datehowever, but the Tenant’s failure to do so will not affect execute and return such notice to Landlord within such time shall be conclusive upon Tenant that the determination of information set forth in such datesnotice is as specified therein. For purposes of determining whether ▇▇▇▇▇▇ Tenant has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of , and except further that the foregoing shall not relieve Landlord from its obligation to complete or correct any punch list items as provided herein with respect to any work or improvement Landlord is required to perform pursuant to this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease.

Commencement Date. (a) Upon The Commencement Date of the Effective Date, the terms and provisions hereof Lease shall be fully binding on Landlord and Tenant prior to the occurrence earlier of the date on which: (i) Tenant takes possession of any portion of the Premises in order to conduct business thereon; (ii) the Premises would have been Ready for Occupancy but for Tenant Delays (as defined in the Improvement Agreement attached hereto as Exhibit B); or (iii) the Premises are Ready for Occupancy, but, in the case of (ii) and (iii), in no event before the Estimated Commencement Date. The Term Premises shall be deemed “Ready” or “Occupancy” on the date of substantial completion (as defined herein) of all Landlord’s Work to be constructed by Landlord in the Premises (but not the Cafeteria and Fitness Center, which Tenant acknowledges shall not be substantially completed until after the Commencement Date), except for punchlist items which do not prevent Tenant from using the Premises for the Permitted Uses. Tenant shall, within ten (10) days after receipt of demand, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as Exhibit C acknowledging the actual Commencement Date of this Lease Lease. For purposes of this Lease, “substantial completion’ shall commence on mean the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on date by which all of the Expiration Date. Except as otherwise expressly provided following have occurred: (i) Landlord has substantially completed the Landlord’s Work (other than the Cafeteria and the Fitness Center) in Section 2.2(b), if accordance with Exhibit B of this Lease; (ii) Landlord does not tender has delivered possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord’s Work (other than the Cafeteria and the Fitness Center) to Tenant; and (iii) Landlord tenders possession has obtained a temporary certificate of occupancy from the appropriate governmental authorities required for the legal occupancy of the Premises to by Tenant. Landlord Notwithstanding anything to the contrary contained in this Lease, if the Cafeteria and Fitness Center are not Ready for Occupancy by October 1, 2002 (which date shall be deemed subject to have tendered possession extension for Tenant Delays and up to ninety (90) days of Force Majeure Delays (as defined in Exhibit B, for each day thereafter that either the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (Cafeteria or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will Fitness Center are not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the PremisesReady for Occupancy, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any receive as a credit against Base Rent (as defined in Section 3.1 below) liquidated damages in the amount of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementFive Hundred Dollars ($500.00) per day.

Commencement Date. The "TARGET COMMENCEMENT DATE" is June 1, 2000. The "COMMENCEMENT DATE" of this Lease will be the date on which: (ai) Upon the Effective DateLandlord certifies to Tenant that the Base Building is substantially complete; and (ii) Landlord certifies to Tenant that the "Tenant Improvements" (as hereinafter defined) are substantially complete; and (iii) the City has issued a certificate of occupancy for the Premises; provided that if the Commencement Date is delayed by reason of delays caused by the Tenant (a "TENANT DELAY"), including, but not limited to, the terms and provisions hereof shall failure of Tenant to timely deliver construction drawings to Landlord for the Tenant Improvements, then the Commencement Date will be fully binding deemed to occur on Landlord and Tenant prior to the occurrence of Target Commencement Date. The Term will commence on the Commencement Date. The Term of this Lease shall "RENT COMMENCEMENT DATE" will be the date which is thirty (30) days after the Commencement Date. Tenant's obligation to pay Minimum Annual Rent and Annual Real Estate Taxes and Operating Expenses will commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for . Upon request, the Tenant will execute a memorandum confirming the Commencement Date in the form of attached EXHIBIT "B". 24 If the Commencement Date has not occurred by June 1, 2000, as that date is adjusted by reason of "Excused Delay" as defined below, then Landlord shall provide a credit against Minimum Annual Rent first coming due hereunder in an amount equal to $44,271.00 (i) any being one month's Base Rent and Additional Rent payable by Tenant to its current landlord). If the Commencement Date has not occurred by July 1, 2000, as that date is adjusted by reason of Excused Delay, then Landlord shall provide a credit against Minimum Annual Rent first coming due hereunder in an amount equal to an additional $44,271.00. If the Commencement Date has not occurred by August 1, 2000, as that date is adjusted by reason of Excused Delay, then Landlord shall provide a credit against Minimum Annual Rent first coming due hereunder in an amount equal to an additional $44,271.00, for a maximum rent credit by reason of the foregoing three sentences of $132,813.00. Tenant shall use its best efforts to negotiate a per day holdover at the current Rent. The Landlord will pay the actual amount paid by Tenant to its current landlord, not to exceed the maximum rent credit described above. The rent credit described in this paragraph has been agreed upon as liquidated damages by reason of Landlord's failure to deliver the Premises by the Target Commencement Date, and Landlord will have no obligation to pay other damages, direct, indirect, special or consequential by reason of this Lease. If the Commencement Date has not occurred by September 1, 2000, as that date is extended for Excused Delay, then either party may terminate this Lease by giving written notice of termination to the other, provided, however, that Tenant shall not have a right to terminate this Lease to the extent the delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once achieving the Commencement Date is determineddue to a Tenant Delay. If the Commencement Date has not occurred by October 1, Landlord and 2000, as that date is extended for Tenant Delay (but not for other Excused Delays) (the "Completion Deadline"), then either party may terminate this Lease by giving written notice of termination to the other, provided, however, that Tenant shall execute an agreement stating not have a right to terminate this Lease to the extent the delay in achieving the Commencement Date is due to a Tenant Delay. In the event that a casualty occurs prior to the Commencement Date, Rent and if, because of the casualty Landlord, in Landlord's reasonable judgement, will not be able to cause the Premises to be substantially completed and the Commencement Date to occur on or before the Completion Deadline, then Landlord shall so notice Tenant and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, either Landlord or Tenant shall be deemed have the right to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except terminate this Lease by giving written notice to the extent that Tenant is authorized in other within 10 days following Landlord's notice; if neither party so elects to so terminate this Lease or Lease, then Landlord will proceed with the construction and the Completion Deadline shall be extended by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of delay resulting from the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementcasualty.

Commencement Date. (a) Upon the Effective DateThe rights, the terms duties and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence obligations of the Commencement Date. The Term of parties under this Lease shall be effective upon the execution hereof, except that Tenant's obligation to pay rental hereunder shall commence upon the first to occur of the following dated (the "Commencement Date"): (1) the date on which the Leasehold Improvements in the Premises are substantially completed; or (2) thirty (30) days following the date on which Tenant takes possession of and occupies the Premises for installation of furniture or fixtures or otherwise; or (3) on the Estimated Commencement Date andDate, unless sooner terminated provided a Certificate of Occupancy or extended as hereinafter provided, a Temporary Certificate of Occupancy has been issued for the Premises by such date. The Premises shall end on be deemed ready for occupancy when Landlord has substantially completed the Expiration Date. Except as otherwise expressly provided work described in Section 2.2(b), if Exhibit "C" attached hereto. (b) If Landlord does not tender is unable to deliver possession of the Premises to Tenant on the Estimated Commencement Date because of the holding-over by any occupant of the Premises, or before any specified datebecause the Premises are not substantially completed, or for any reason whatsoeverother reason, this Lease shall continue in effect and Landlord shall not be liable to Tenant or any third party for any damage therebysuch inability; provided, however, the Commencement Date shall be delayed (provided Tenant is not responsible for its inability to take possession) until that date 15 days after Landlord gives Tenant notice that the Premises are ready for occupancy. If Landlord fails to give such notice within 180 days after the Estimated Commencement Date, Tenant shall have the right to terminate this Lease by notice to Landlord within 10 days of the end of said 180 day period. If Landlord fails to give such notice within one year after the Estimated Commencement Date. this Lease shall not be void or voidable thereby, null and the Term shall not commence until void. (c) If Landlord tenders gives Tenant permission to enter into possession of the Premises prior to Tenant. Landlord the Commencement Date, such possession shall be deemed to have tendered possession be upon all the terms, covenants, conditions and provisions of this Lease, including payment of the Rent. (d) If the substantial completion of the Premises to Tenant upon the giving of notice by Landlord is delayed due to any act or omission of Tenant stating that or Tenant's Representatives, including any delays by Tenant in the submission of plans, drawings, specifications or other information or in approving any working drawings or estimates or in giving any authorization or approval, the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to substantially completed on the date when they would have done so when Tenant first moves Tenant’s Property and/or any been ready but for such delay. (e) The Premises shall be deemed substantially completed and ready for occupancy upon the issuance of its personnel into a certificate of substantial completion by Landlord's architect or of a certificate of occupancy by the Premises and/or commences local building authority, notwithstanding that minor or insubstantial details of construction, except mechanical adjustment or decoration remain to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementbe performed.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term term of this Lease and the estate hereby granted (the “Lease Term”) shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if date that Landlord does not tender makes possession of the Premises available to Tenant with the Base Work Substantially Complete pursuant to the Work Letter. Such date of commencement is hereinafter called the “Commencement Date”. If Landlord fails to cause the Commencement Date to occur on or before any specified date, for any reason whatsoever, the date that is [***] following the later to occur of (x) the date hereof and (y) the date on which the Plans and Specifications are finalized and approved by Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and Tenant in accordance with the Term shall not commence until Landlord tenders possession terms of the Premises to Tenant. Landlord Work Letter (as such date shall be deemed to have tendered possession of extended on a day for day basis for Force Majeure and Tenant Delay, the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b“Anticipated Delivery Date”), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or then the Rent Commencement Date) for Date shall be postponed by (i) any delay in [***] for each day that occurs during the delivery period commencing on the day immediately following the Anticipated Delivery Date to but not including the earlier to occur of possession of (A) [***] and (B) the Premises to Tenant which results from any Tenant Delay or date that is [***] after the Anticipated Delivery Date, and (ii) any delay by Landlord in [***] for each day that occurs during the performance of Landlord’s Post- Commencement Work or any Punch List Items relating period commencing on the [***] after the Anticipated Delivery Date to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating but not including the Commencement Date, Rent and any delay in such date shall be Tenant’s sole remedy at law or in equity (Tenant hereby waiving any right to rescind this Lease and/or to recover any damages on account of such delay other than as expressly set forth in Section 3.1(b) below). Landlord hereby agrees to use commercially reasonable efforts to cause the Commencement Date to occur prior to the Anticipated Delivery Date and Expiration Date, but Landlord shall keep Tenant reasonably apprised of any anticipated delay in the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession Substantial Completion of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the PremisesBase Work. The provisions of this Section 2.2 are foregoing is intended to constitute be “an express provision to the contrary” within the meaning of under Section 223-a 223¬a of the New York Real Property Law or any successor Requirementstatute of similar import. If Tenant occupies all or any portion of the Premises prior to the Commencement Date specified above for the normal operation of its business therein (and not for the purpose of installing Tenant’s furniture, fixtures or equipment prior to the Commencement Date, if the same is permitted hereunder), the Commencement Date shall be treated as having occurred on such date of occupancy. (b) If the Commencement Date does not occur on or before the date that is twelve (12) months following the later to occur of (i) the date hereof and (ii) the date on which the Plans and Specifications are finalized and approved by Landlord and Tenant in accordance with the terms of the Base Work Letter (as such date shall be extended on a day-for-day basis for Force Majeure (but in no event shall such Force Majeure extension exceed ninety (90) days in the aggregate) and Tenant Delay, the “Outside Date”), then Tenant, in Tenant’s sole discretion, shall have the right to terminate this Lease upon written notice (“Tenant’s Termination Notice”) delivered to Landlord within ten (10) days after the Outside Date, time being of the essence. If Tenant does not deliver Tenant’s Termination Notice within the aforesaid ten (10) day period, then Tenant shall be deemed to waived such termination right. If Tenant exercises such termination right and Landlord does not deliver the Premises to Tenant within thirty (30) days after the giving of Tenant’s Termination Notice (time being of the essence and Force Majeure notwithstanding), then this Lease shall cease and come to an end without further liability or obligation on the part of either party; provided, however, if Landlord shall cause the Commencement Date to occur within thirty (30) days after receipt of Tenant’s Termination Notice, this Lease shall not be so terminated and Tenant’s termination right under this Section 3.1(b) shall be void and of no further force or effect.

Commencement Date. 1. The commencement date (“Commencement Date”) for this Lease is the date set forth in the Schedule; provided, however, that (a) Upon if the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior Substantial Completion Date fails to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant occur on or before any specified dateDecember 29, 2003 for any reason whatsoeverreason, Landlord shall not be liable for any damage thereby, (i) this Lease shall not be void or voidable therebyby either party, (ii) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (iii) the Term Commencement Date shall not commence until Landlord tenders possession be revised to mean the Substantial Completion Date; and (b) if Tenant commences business operations in any portion of the Premises prior to Tenant. Landlord the Commencement Date, the Commencement Date shall be deemed to have tendered occurred on the date Tenant commences business operations in the Premises. Notwithstanding the foregoing, if Landlord is delayed in completing Landlord’s Work (as defined in the Tenant Improvement Agreement attached hereto as Exhibit C) or in delivering possession of the Premises to Tenant upon the giving as a result of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord as defined in Section 4 of Exhibit C), the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Substantial Completion Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when occurred on the date the Substantial Completion Date would have occurred in the absence of such Tenant first moves Delay, as reasonably determined by Landlord or Landlord’s architect. Tenant shall be responsible for and shall pay any additional costs and expenses incurred by Landlord in connection with the completion of Landlord’s Work as a result of any Tenant Delay. Notwithstanding the foregoing, if the Substantial Completion Date does not occur on or before May 31, 2004, Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord no later than June 15, 2004. 2. If the Commencement Date is other than December 29, 2003, then Landlord shall prepare and deliver to Tenant a Commencement Date Confirmation substantially in the form attached hereto as Exhibit D that sets forth both the Commencement Date and Termination Date for this Lease. Tenant shall execute the Commencement Date Confirmation and deliver the executed original of the same to Landlord within three (3) business days after Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except receipt thereof. Provided that Tenant has not objected in writing within such three (3) business day period to the extent that Tenant is authorized Commencement Date or Termination Date set forth in this Lease or by Landlordthe Commencement Date Confirmation, Tenant’s failure to timely execute and return the Commencement Date Confirmation document to Landlord shall be conclusive evidence of Tenant’s agreement to do any with the information as set forth therein. 3. This Lease shall be a binding contractual obligation effective upon execution and delivery hereof by Landlord and Tenant, notwithstanding the later commencement of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease Term.

Commencement Date. Landlord shall prepare the Premises for Tenant's occupancy in accordance with the Plans and Specifications. Landlord's preparation of the Premises (a"Landlord's Work") Upon shall be performed by Landlord's contractors and the Effective DateTenant Improvement Allowance shall be applied against the cost thereof as provided in paragraph 2.5 hereof. Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. As of the date of this Lease, Tenant is in possession of Premises C. Taking of possession by Tenant of the whole or any part of Premises A and/or Premises B prior to March 1, 2000 or Substantial Completion in respect of Premises A and B shall establish the Commencement Date as specified in the definition of that term for both Premises A and B and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Such taking of possession shall further establish that the Premises are in good and satisfactory condition when possession was so taken and the Commencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the terms and provisions hereof certificate of Landlord's architect or general contractor shall be fully binding conclusive. If on the date of Substantial Completion, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the date of Substantial Completion. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the date of Substantial Completion or the Commencement Date. The Term Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of this Lease shall commence on Landlord. Notwithstanding anything to the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoevercontrary herein contained, Landlord shall not be liable for any damage therebyperform Landlord's Work in respect of Premises C while Tenant is in occupancy of Premises C and may perform Landlord's Work in respect of Premises A and/or B subsequent to March 1, this Lease shall not be void 2000 and possibly while Tenant is in occupancy of Premises A and/or B, or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunderparts thereof. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises allowance to Tenant which results for diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to Tenant arising from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement 's Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.

Commencement Date. Landlord shall notify Tenant in writing of Substantial Completion and Tenant shall commence occupancy of the Initial Premises on the Commencement Date. Tenant shall occupy the Additional Space on the Second Commencement Date. Tenant shall occupy the Additional Space on the Second Commencement Date. In the event that the Tenant contends that the Tenant Improvements have not in fact been Substantially Completed, Tenant shall notify Landlord in writing of its objections within ten (a10) Upon calendar days after its receipt of the Effective Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such action has been completed. Notwithstanding any notification by Tenant to the contrary, taking of possession by Tenant shall establish the Commencement Date as specified in the definition of that term and that the Premises and Tenant Improvements are in good and satisfactory condition, as and when possession was so taken and that the Commencement Date occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether the Tenant Improvements have been Substantially Completed in accordance with the Plans and Specifications, the certificate of Landlord's architect or general contractor shall be conclusive. If on the Commencement Date, Punch List Work for the terms and provisions hereof shall Tenant Improvements remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Punch List Work delay or postpone the occurrence of the Commencement Date. The Term Changes to the Plans and Specifications shall require the written consent of this Lease shall commence on Landlord and Tenant. Tenant has Landlord's permission to enter the premises to install equipment, furniture, phones and data cable prior to occupancy. Tenant may enter the Premises prior to the Commencement Date andto install equipment, unless sooner terminated or extended as hereinafter providedfurniture, shall end on the Expiration Date. Except as otherwise expressly phones and data cabling, provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premisesthat, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into not interfere with the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any construction of the foregoing without being deemed to have accepted possession of the PremisesTenant Improvements. The provisions All terms of this Section 2.2 are intended Lease, including Tenant's indemnifications and obligation to constitute “an express provision maintain insurance, but excluding payment of rent, shall apply to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementsuch early entry by Tenant.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term term of this Lease shall commence begin on the “Commencement Date andDate”, unless sooner terminated or extended which shall be defined as hereinafter provided, shall end the earlier of: a) date on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession which all of the Premises following contingencies have occurred: i) Landlord has substantially completed the Work; and ii) Landlord has delivered to Tenant on a certificate of occupancy, either temporary or before any specified datepermanent, issued by Canton Township, Michigan, permitting Tenant to occupy the Premises for any reason whatsoever, uses permitted in this Lease; and iii) Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders has delivered possession of the Premises to Tenant, broom-clean and in a condition which permits Tenant to occupy the Premises for the uses permitted in this Lease; or b) the date on which the foregoing three (3) items would have occurred but for delays caused by Tenant (or Tenant’s contractors) in requesting change orders or in carrying out Tenant’s Work. Landlord The Expiration Date of the Lease shall be deemed to have tendered possession the last day of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of calendar month which is one hundred fifty (150) months after the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Workoccurs. Once When the Commencement Date is determinedknown, Landlord shall submit to Tenant and Tenant shall execute a letter stating that Tenant has accepted the Premises for occupancy, and setting forth the Commencement Date, Expiration Date and such other information as Landlord may reasonably request. In the event Tenant disagrees with Landlord’s determination of the Commencement Date, Landlord and Tenant shall execute an agreement stating promptly meet to resolve any disagreement. If Landlord and Tenant are unable to resolve their disagreement, the Commencement DateDate shall be conclusively determined by the architect, Rent Commencement Date in reference to the standards of Section 4.1 (a) or (b) as applicable. Each of Landlord and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession Tenant shall pay one-half (2) of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenantarchitect’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in fee for this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementdetermination.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on that date (the Commencement "COMMENCEMENT DATE") which is the earlier to occur of (i) the Effective Date andor (ii) the date on which Landlord completes the acquisition of title to the Real Property. Immediately following the close of escrow of Landlord's purchase of the Real Property, unless Landlord shall advise Tenant in writing of the same. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date"EXPIRATION DATE" specified in Article 1. Except as otherwise expressly provided in Section 2.2(b), if If Landlord does not tender possession of the Premises Block One to Tenant on or before any specified datethe Scheduled Rent Commencement Date (Block One) or Block Two by the Scheduled Rent Commencement Date (Block Two), for any reason whatsoever, Landlord shall not be liable for any damage thereby, and this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no No failure to tender possession of the applicable portion of the Premises to Tenant on or before the Scheduled Rent Commencement Date (Block One) or the Scheduled Rent Commencement Date (Block Two), as the case may be, shall in any specified date shall way affect any other obligations of Tenant hereunder, provided, however, that Landlord shall use its commercially reasonable efforts to recover possession of Block Two on May 31, 2000, or as soon thereafter as is reasonably feasible (without any obligation to commence any unlawful detainer proceedings against Chevron Corporation). There In addition, Landlord covenants and agrees not to amend the lease with Chevron Corporation in order to grant Chevron Corporation the right to remain in possession of Block Two after May 31, 2000. In addition, if Landlord is unable to tender Block Two to Tenant on or before May 31, 2000, but Landlord has other available units of space within the Building (the "TEMPORARY SPACE"), then Landlord may (if Landlord elects to do so in its sole discretion), make such Temporary Space available for Tenant's use and occupancy for a period not to exceed 60 days. If Tenant elects to occupy such Temporary Space, Tenant shall be no postponement do so on all of the Commencement Date terms and provisions of this Lease (or including those with respect to Rent) for such period as Landlord may specify. Landlord shall tender such Temporary Space in its then As-Is condition and shall have no obligation to ready the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Workspace for Tenant's use and occupancy. Once the respective Rent Commencement Date is Dates are determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date (Block One), Rent Commencement Date (Block Two) and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ Tenant has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s 's Property and/or any of its personnel into the Premises and/or commences constructionPremises, except to the extent that Tenant is authorized in this Lease or by Landlord’s 's agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.\

Commencement Date. This Lease Agreement shall be for an initial term of ten (a10) Upon years (the Effective “Initial Term”) commencing on the “Commencement Date” (as hereinafter defined). The term “Commencement Date” shall mean the earlier of the date of (i) Substantial Completion, as hereinafter defined in Section 1.1(b) below, and delivery of an SNDA, as hereinafter defined, pursuant to the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of conditions set forth in this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay Agreement or (ii) the occupancy of the Demised Premises and commencement of business operations by Tenant or (iii) the date that Substantial Completion would have occurred but for the delay caused or contributed to by any delay by Landlord act or neglect of Tenant or those acting for or under Tenant (including Tenant Change Orders, Tenant Installation Work, Tenant Installation Contractor and Tenant Installation Contracts) (calculated in whole days for the performance actual number of days of delay), including delays attributable to Tenant’s responses to or delivery of plans and specifications as set forth in Article 2 of this Lease or Tenant’s selection of special or long lead time items beyond Landlord’s Post- Commencement Work or control (provided Landlord notifies Tenant in writing of any Punch List Items relating long lead items and the actual number of days it will take to receive such items within ten (10) business days after Landlord’s Pre-Commencement Work. Once the Commencement Date is determinedinitial receipt of plans or specifications including such item, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except then only to the extent that Tenant is authorized in this Lease such delay could not be avoided or reduced by Landlord’s agreement timely ordering of such item, allowing for such long lead time.) (collectively “Tenant Delay”). If Landlord desires to do any allege that Tenant Delay has occurred, no later than ten (10) business days after the occurrence of the foregoing without being deemed a Tenant Delay, Landlord shall deliver Tenant written notice that an alleged Tenant Delay has occurred; provided, however, that with respect to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision subparagraph (iii) hereof, to the contraryextent any other Force Majeure Event coincides with an event of Tenant Delay, the date that Substantial Completion would have occurred but for such other Force Majeure Event will be extended “day for day” within to the meaning extent of Section 223-a of the New York Real Property Law or any successor Requirementsuch other Force Majeure Event.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the The "Commencement Date. The Term " of this Lease shall commence on be the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession later of Substantial Completion of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to TenantScheduled Commencement Date. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of Promptly following the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating acknowledging that Tenant has accepted possession, and reciting the exact Commencement Date and termination date of the Lease. Should the actual Commencement Date be later than the Scheduled Commencement Date, Rent the Termination Date shall be extended by the same period as the Commencement Date and Expiration is extended past the Scheduled Commencement Date. The failure by either party, but the failure or both parties, to do so will execute such an agreement shall not affect the determination rights or obligations of such dateseither party hereunder. For purposes Such agreement, when so executed and delivered, shall be deemed to be a part of determining whether ▇▇▇▇▇▇ this Lease. "Substantial Completion" shall mean that date after which Landlord has accepted possession completed Landlord's Work at the Premises and a temporary Certificate of Occupancy allowing Tenant to occupy the Premises, Tenant Premises has been issued by the appropriate governmental authority. Substantial Completion shall be deemed to have done so when occurred notwithstanding a requirement to complete "punch list" or similar corrective work and notwithstanding that tenant special improvements, if any, may not be completed or operable. If the premises are not delivered to the Tenant first moves in Substantial Completion by September 1, 1999, for any reason other than Tenant delays, Tenant shall have the right to extend the Commencement Date, at the option of Tenant’s Property and/or any , for up to six (6), thirty (30) day periods until the temporary Certificate of its personnel into Occupancy is obtained allowing the Tenant to occupy the Premises and/or commences constructionand open for business. After that period of time, except to if the extent that temporary Certificate of Occupancy is still not obtained by the Landlord, then the Tenant is authorized in may terminate this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementLease.

Commencement Date. 2.4.1 Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within five (a5) Upon Business Days after its receipt of the Effective Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been achieved. Taking of possession by Tenant for the purpose of doing business shall establish the Commencement Date as specified in the definition of that term even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Taking of possession for the purpose of doing business shall further establish that the Premises are in good and satisfactory condition on the Commencement Date and any alleged defects or deficiencies are waived by the Tenant except for any latent defects not reasonably discoverable by Tenant and incomplete Punch List Work. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the receipt of a temporary certificate of occupancy shall be conclusive unless a temporary certificate of occupancy is unavailable or delayed due to causes that are Tenant's responsibility shall be conclusive. If the parties anticipate that Punch List Work will remain to be completed on the Commencement Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date; provided that at Tenant's request Landlord and Tenant will prepare a supplemental list of Punch List Work within thirty (30) days after the Commencement Date to address Punch List Work that the parties inadvertently overlooked prior to the Commencement Date. Damage caused by Tenant's Agents will not be deemed Punch List Work. Landlord will promptly complete such supplemental Punch List Work after Landlord and Tenant agree upon the list. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. The Term of this Lease Tenant shall commence on make no changes to the Commencement Date and, unless sooner terminated Plans and Specifications or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, work reflected in the condition required by this Lease Plans and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of Specifications without the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance consent of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.

Commencement Date. Notwithstanding the date the Aggregate Improvements for the 10th Floor Space (as described in Paragraph 6 below) are substantially completed by Tenant or the date Tenant receives a TCO or its equivalent for the 10th Floor Space, the Commencement Date for the 10th Floor space shall be the same as the Commencement Date for the remainder of the Premises (excluding the Additional Space) and such Commencement Date shall continue to be determined pursuant to Section 1 (p) of the Lease without any reference or regard to the 10th Floor Space or the status of the Aggregate Improvements therefor, it being acknowledged by Tenant that: (a) Upon the Effective Date, 10th Floor Space and the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession remainder of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and (excluding the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to Additional Space) have tendered possession of the Premises to Tenant upon the giving of notice previously been delivered by Landlord to Tenant stating that the Premises are vacant, in the condition required by this described on Attachment 1 to the Work Letter Agreement attached to the Lease and available for Tenant’s occupancy. Except as otherwise expressly provided Exhibit C; (b) the 10th Floor Space is not part of any Package described in Section 2.2(b), no failure to tender possession of the Premises to Tenant on 1(p) and thus will not delay or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of extend the Commencement Date (or the Rent Commencement Date) for (i) Final Period described therein, notwithstanding any subsequently occurring Force Majeure Delays or Landlord Delays which actually delay in the delivery of possession substantial completion of the Premises Aggregate Improvements for the 10th Floor Space; and (c) Package 4 was deemed delivered pursuant to Tenant which results from any Tenant Delay or (iiSection 1(p) any delay by Landlord in of the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once Lease on March 30, 1990, and thus the Commencement Date for the Premises and 10th Floor Space is determinedscheduled to occur on August 27, 1990, which is 150 days after such deemed delivery date. Notwithstanding subclause (b) above, Landlord and agrees that for each day that Tenant shall execute an agreement stating is actually delayed beyond the Commencement DateDate in substantially completing the Aggregate Improvements for the 10th Floor Space as a result of Force Majeure Delays occurring after the date hereof, Rent Commencement Date and/or as a result of Landlord Delays occurring after the date hereof for which Tenant has provided Landlord requisite notice and Expiration Date, but the failure opportunity to do so will not affect the determination cure as set forth on Pages 15 and 16 of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the PremisesSection 1(p), Tenant shall be deemed entitled to have done so when Tenant first moves Tenanta corresponding abatement of one (1) day’s Property and/or any of its personnel into Base Rent otherwise payable for the Premises and/or commences construction, except 10th Floor Space. Such abatement shall be in addition to the extent that Tenant is authorized 6-month abatement provided in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor RequirementParagraph 4(a) below.

Commencement Date. (a) Upon the Effective The "Commencement Date, the terms and provisions hereof " shall be fully binding the date upon which the Premises have been substantially completed in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"). Landlord and shall notify Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended in writing as hereinafter provided, shall end on the Expiration Date. Except soon as otherwise expressly provided in Section 2.2(b), if Landlord does not tender possession of deems the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and substantially completed. In the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating event that the Premises are vacantnot substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in the condition required by this Lease writing of its objections within five (5) days after Tenant receives such notice. Landlord shall have a reasonable time after delivery of Tenant's notice in which to take such corrective action as may be necessary, and available for Tenant’s occupancy. Except Landlord shall notify Tenant in writing as otherwise expressly provided in Section 2.2(b), no failure to tender possession of soon as it deems such corrective action has been completed so that the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunderare substantially completed. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery Taking of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed conclusively to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into establish that the Premises and/or commences constructionhave been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted taking possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision Tenant acknowledges that no representations as to the contrary” within the meaning of Section 223-a condition of the New York Real Property Law Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard form. In the event of any successor Requirementdispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenant.

Commencement Date. The Term of the Lease shall commence (a"Commencement Date") Upon on the Effective Datefirst day of the first full month following the date on which the Premises are Substantially Complete (as hereinafter defined) except that if Substantial Completion occurs on the first day of a month, the terms and provisions hereof that date shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Term of this Lease Premises shall commence be deemed to be "Substantially Complete" on the Commencement Date andearliest of the date on which: (1) Landlord files or causes to be filed with the City in which the Premises are located (if required) and delivers to Tenant an architect's notice of substantial completion, unless sooner terminated or extended similar written notice that the Premises are substantially complete, (2) Tenant commences business operations in the Premises, or (3) a certificate of occupancy is issued for the Premises. Landlord shall arrange for the construction of certain Tenant Improvements (as hereinafter provided, shall end on defined in the Expiration Date. Except as otherwise expressly provided in Section 2.2(bWork Letter), if Landlord does not tender possession any, in accordance with and subject to the terms of the Work Letter attached hereto as EXHIBIT B. Tenant shall, upon demand after delivery of the Premises to Tenant Tenant, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as EXHIBIT C acknowledging (i) the Commencement Date, (ii) the final square footage of the Premises and any necessary adjustments to Base Rent, rental adjustments, Tenant's Building Share or Tenant's Site Share as provided in Section 1.1 above, and (iii) Tenant's acceptance of the Premises. If the Premises are not Substantially Complete on or before any specified datethe Estimated Commencement Date, for any reason whatsoeverthis Lease shall remain in effect, Landlord shall not be liable for subject to any damage thereby, this Lease shall not be void or voidable therebyliability, and the Term Commencement Date shall not commence be delayed until Landlord tenders possession of the date the Premises are Substantially Complete. Tenant acknowledges that it has had an adequate opportunity to Tenant. Landlord shall be deemed inspect and investigate all matters relevant to have tendered possession of the Premises to Premises, using experts and other qualified professionals, and that Tenant upon the giving of notice by Landlord to Tenant stating has determined that the Premises are vacant, in the condition required by this Lease and available acceptable for Tenant’s occupancy's use. Except as otherwise expressly Tenant further acknowledges that, except to the limited extent, if any, specifically provided in Section 2.2(b)this Lease, no failure to tender possession neither Landlord nor any broker or agent has made any representations or warranties in connection with the physical condition of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant their fitness for Tenant's use upon which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or relied directly or indirectly for any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirementpurpose.

Commencement Date. (a) Upon The term of this Lease and the Effective estate hereby granted (the “Lease Term”) shall commence on (i) August 1, 2007 for the 20th Floor Premises and the 21st Floor Premises (the “20th and 21st Floor Commencement Date”), and (ii) September 1, 2007 for the terms and provisions hereof 19th Floor Premises (the “19th Floor Commencement Date”), provided that the respective Premises shall be fully binding have been delivered to Tenant on Landlord and Tenant prior to the occurrence of the applicable Commencement Date. The Term of this Lease shall commence on the 19th Floor Commencement Date and, unless sooner terminated or extended and the 20th and 21st Floor Commencement Date are sometimes each referred to herein as hereinafter provided, a “Commencement Date” and collectively as the “Commencement Dates”. Landlord shall end on the Expiration Date. Except as otherwise expressly provided in Section 2.2(b), if Landlord does not tender use reasonable efforts to deliver possession of the applicable Premises to Tenant on or before any specified date, the applicable Commencement Date (each an “Original Delivery Date”). If Landlord fails to deliver possession of the applicable Premises on the applicable Commencement Date for any reason whatsoeverbeyond Landlord’s reasonable control, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders use reasonable efforts to deliver possession of the applicable Premises to Tenant. Landlord Tenant as soon thereafter as shall be reasonably possible and such Commencement Date shall be deemed to be the first (1st) day thereafter that actual possession is so delivered (provided that Landlord shall have tendered possession given Tenant not less than ten (10) Operating Days prior notice of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacantsuch revised delivery date) and, in the condition required by this Lease and available for Tenant’s occupancy. Except except as otherwise expressly provided set forth in Section 2.2(b)3.1(b) through (f) below, no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the applicable Commencement Date shall be Tenant’s sole remedy at law or in equity (or Tenant hereby waiving any right to rescind this Lease and/or to recover any damages for such delay, except as otherwise set forth in Section 3.1(b) through (f) below), but in no event shall the Rent 20th and 21st Floor Commencement Date be later than the 19th Floor Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are foregoing is intended to constitute be “an express provision to the contrary” within the meaning of under Section 223-a of the New York Real Property Law or any successor Requirementstatute of similar import. (b) If the 19th Floor Commencement Date shall occur more than thirty (30) days after the 20th and 21st Floor Commencement Date (the “Outside Date”), which Outside Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the 20th Floor Rent Concession Period (hereinafter defined) and the 21st Floor Rent Concession Period (hereinafter defined) shall be increased by one (1) day for each day beyond the Outside Date that Landlord fails to deliver possession of the 19th Floor Premises. (c) If a Commencement Date shall occur more than thirty (30) but within sixty (60) days (the “First Penalty Period”) after the applicable Original Delivery Date, which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to such portion of the Premises shall be increased by one-half (1/2) day for each day during the First Penalty Period that Landlord fails to deliver possession of such portion of the Premises. (d) If a Commencement Date shall occur more than sixty (60) but within ninety (90) days (the “Second Penalty Period”) after the applicable Original Delivery Date, which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to such portion of the Premises shall be increased by one (1) day for each day during the Second Penalty Period that Landlord fails to deliver possession of such portion of the Premises. (e) If a Commencement Date shall occur more than ninety (90) but within one hundred twenty (120) days (the “Third Penalty Period”) after the applicable Original Delivery Date, which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to such portion of the Premises shall be increased by one and one-half (1 1/2) days for each day during the Third Penalty Period that Landlord fails to deliver possession of such portion of the Premises. (f) If a Commencement Date shall occur more than one hundred twenty (120) days after the applicable Original Delivery Date (the “Fourth Penalty Period”), which Original Delivery Date shall be extended by reason of Force Majeure (but not by reason of a holdover by the then existing tenant therein), the Rent Concession Period applicable to such portion of the Premises shall be increased by two (2) days for each day during the Fourth Penalty Period that Landlord fails to deliver possession of such portion of the Premises.

Commencement Date. (a) Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior shall use their best ----------------- efforts to complete the occurrence Building and the Initial Tenant Improvements in accordance with Exhibit B hereto on the date specified in Section 1(f) or as soon thereafter as practicable. The "Commencement Date" shall mean the date that the initial portion of the Commencement DatePremises described in Exhibit C, Section 2 (the "Initial Premises") are substantially completed and made available for Tenant's occupancy. The Term It is presently estimated that the term of this Lease shall commence on July 1, 2000. The determination of the Commencement Date andwith respect to the Initial Premises shall depend on which contractor is selected to construct the Initial Tenant Improvements. If Tenant selects Landlord's shell and core contractor ("Landlord's Contractor"), unless sooner terminated or extended as hereinafter providedLandlord shall cause the Commencement Date to occur by July 1, 2000. If Landlord's Contractor is the low bidder for construction of the Initial Tenant Improvements, in accordance with the terms of Exhibit B, but Tenant chooses another contractor, the Commencement Date shall end be deemed to occur on the Expiration Datedate that it otherwise would have occurred had Landlord's Contractor been chosen to construct the Initial Tenant Improvements. Except as otherwise expressly provided If Landlord's Contractor is not the low bidder and Tenant selects the contractor that is the low bidder, Landlord shall cause the Commencement Date to occur by September 1, 2000. All of the foregoing dates are subject to the delay provisions contained in Section 2.2(b3(d) below. The contractor so selected to construct the Tenant Improvements shall be hereinafter referred to as the "Tenant Improvement Contractor." The Commencement Date with respect to the Initial Premises shall be deemed to occur on (A) the later of(I) the completion date specified in the notice ("30 Day Notice") delivered to Tenant at least thirty (30) days prior to the date that the Initial Premises will be completed for occupancy or (II) the date the entirety of the Initial Premises is in fact delivered to Tenant with all of Landlord's Work and the Initial Tenant Improvements substantially completed, or (B) such earlier date as Landlord would have been able to so deliver the entire Premises to Tenant but for Tenant Delay (defined below). Subject to Tenant Delay or other causes beyond Landlord's control, if Landlord does not tender possession of shall use its best efforts to deliver the Premises to Tenant on or before any no later than the completion date specified datein the 30 Day Notice. Notwithstanding the foregoing, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. Landlord Commencement Date shall be deemed to have tendered possession occurred with respect to the Initial Premises on the date Tenant first occupies the Initial Premises for normal business operations, if such date is earlier than the dates described above, provided that so long as Tenant is not in occupancy of the Initial Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise expressly provided in Section 2.2(b), no failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Workshall not occur earlier than July 1, 2000. Once the The Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises, Tenant shall be deemed to occur until the following conditions shall have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises and/or commences construction, except to the extent that Tenant is authorized in this Lease or been satisfied by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.: