Common use of Commencement Date Clause in Contracts

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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. COMMENCEMENT DATE" shall mean the last to occur of (a) From and after the date Effective Date, the terms and provisions of this Lease shall be fully binding on Landlord and Tenant, including prior to the occurrence of the Commencement Date. (b) Tenant has received shall take possession of the certificate Premises upon the Commencement Date; provided, however, that Landlord shall provide Tenant with access and use of Architect that the Building has been substantially completed Premises (including, without limitation, use of the common areas, elevators and utilities in accordance with Paragraph 3.B; (bthe terms of the Lease) prior to the Commencement Date for the purpose of completing the Tenant Improvements, on the later of January 1, 2011 or the date on which this Lease is fully executed and delivered. There shall be no postponement of the Commencement Date and/or the Rent Commencement 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 date Tenant has received the certificate of Landlord's Space Planner and Effective Date (“Access Delay”) through no fault of Tenant's Space Planner that , the Premises have been substantially completed pursuant to Rent Commencement Date and the Tenant Improvement Plans; and (c) Expiration Date shall be extended one day for each day of Access Delay through the day immediately preceding the date on which Landlord has secured all necessary certificates, authorizations, permits provides access and approvals customarily given for occupancy use of the Premises from to Tenant. Further, notwithstanding the applicable governmental authoritiesabove to the contrary, in the event Landlord has not provided that access and use of the Premises to Tenant is by June 1, 2011, Tenant shall be allowed to occupy terminate this Lease and receive compensation for ▇▇▇▇▇▇’s architect and legal fees in connection with the Premises. If and to the extent that Tenant Delay Lease. (as defined in the Work Letterc) shall be the sole cause of delay of Once the Commencement Date to a date subsequent to that on which has been determined by Landlord, Landlord shall notify Tenant of the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding the foregoing definition of Commencement Date, the Rent Commencement Date for all purposes Date, the Fixed Rent, the amount of this 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, each of said items shall be as specified in the Basic Lease Provisions. ▇▇▇▇▇▇▇▇’s failure to deliver any of the foregoing notices shall not affect the determination of any of such dates or amounts. If Tenant fails to give Landlord written notice that Tenant contests Landlord’s determination of any information contained in any commencement notice(s) within fifteen (15) days after Tenant receives such commencement notice, Tenant shall be deemed to be have accepted such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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▇▇'▇ ▇ccupancydetermination(s), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in question.

Commencement Date. COMMENCEMENT DATEThe parties intend that the term of this Lease shall commence on September 1 (the "Target Commencement Date"), 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 mean be the last to occur later of (i) the Target Commencement Date, and (ii) the earlier of (a) the date on which Landlord substantially completes construction of the Tenant has received Improvements, and (b) the certificate of Architect that the Building has been 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 memorandum confirming the Commencement Date and the Expiration Date. Landlord shall be deemed to have substantially completed construction of the Tenant Improvements when Landlord has substantially completed construction of the Tenant Improvements in accordance with Paragraph 3.BArticle 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; (b) 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 within sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and of Target Commencement Date (for any reason other than Tenant's Space Planner that Delay), as the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy same may be extended by written agreement of the Premises from the applicable governmental authoritiesparties, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 occurredmay, then notwithstanding the foregoing definition of Commencement Dateat Tenant's option, the Commencement Date for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 by 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 to Landlord claims as the actual substantial completion date for the Premises which shall be sixty days prior to the Commencement Date. Landlord shall from time to time during construction on the Premises provide Tenant with at least sixty within ten (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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (510) business days prior 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 to Landlordby Tenant is not received by Landlord within such ten (10) day period, 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) right hereunder to cancel the Lease shall terminate and (iii) and 8.A.(x) (if Tenant is the only tenant in the Building and additional security is required because be of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in questionno further force or effect.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) The Commencement Date shall be January 1, 2009 (or such other date when the date Premises are substantially complete in regard to Article 27 of this Lease). Tenant acknowledged that it has inspected and accepts the 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 has received the certificate of Architect determined that the Building Premises are suitable for Tenant’s intended purposes. Landlord has been substantially completed in accordance made no warranties with Paragraph 3.B; (b) sixty (60) days after respect to suitability and Tenant hereby expressly waives any implied warranty of same. Tenant further acknowledges that no representations as to the date Tenant has received repair of the certificate of Landlord's Space Planner and of Tenant's Space Planner that Premises, nor promises to alter, remodel or improve the Premises have been substantially completed pursuant made by Landlord, unless such are expressly set forth in writing in this Lease. Landlord hereby waives payment of rent covering any period prior to the tendering of possession to Tenant Improvement Plans; hereunder except as may be otherwise specifically set forth herein . After the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises. Tenant agrees to inspect the Premises immediately upon occupancy and to notify Landlord in writing with ten (c10) the date on calendar days of occupancy of any “Punchlist” items, which Landlord has secured all necessary certificatesif it is otherwise required to complete or correct such items, authorizationsagrees to complete or correct, permits and approvals customarily given for occupancy as applicable, within a reasonable amount of time. The failure to provide a list within said ten (10) days or to include any item on such list shall be conclusively presumed to mean that the condition of the Premises from the applicable governmental authorities, provided that is acceptable to Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire Premises, such matter shall be determined in accordance with Paragraph 3.E. hereofgood working order. Landlord shall provide agrees to repair any latent defects which are reported to Landlord in writing by Tenant with at least sixty within ten (6010) calendar days prior written notice of the anticipated substantial completion Tenant’s discovery and notification to Landlord 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionsame.

Commencement Date. COMMENCEMENT DATELandlord and Tenant shall use their best ----------------- efforts to complete the 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 last to occur of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy initial portion of the Premises from described in Exhibit C, Section 2 (the applicable governmental authorities"Initial Premises") are substantially completed and made available for Tenant's occupancy. It is presently estimated that the term of this Lease shall commence on July 1, provided that Tenant is allowed to occupy the Premises2000. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay The determination of the Commencement Date with respect to a date subsequent to that 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"), Landlord 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 be deemed to occur on the date that it otherwise would have occurred had Landlord's Contractor been chosen to construct the Initial Tenant Improvements. 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 3(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 not occurred(defined below). Subject to Tenant Delay or other causes beyond Landlord's control, then notwithstanding Landlord shall use its best efforts to deliver the foregoing definition of Commencement DatePremises to Tenant no later than the completion date specified in the 30 Day Notice. Notwithstanding the foregoing, the Commencement Date for all purposes of this Lease shall be deemed to be have 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 date than the dates described above, provided that so long as Tenant is not in occupancy of the Initial Premises the Commencement Date would shall not occur earlier than July 1, 2000. The Commencement Date shall not be deemed to occur until the following conditions shall have occurred had such Tenant Delay not occurred. If the been satisfied by Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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. COMMENCEMENT DATE" shall mean the last to occur of (a) The Commencement Date shall be on or before April 1, 2002. Tenant acknowledges that it has inspected and accepts the 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, Landlord shall not be 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 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 Tenant has received upon which the certificate of Architect that buildings and other improvements erected and to be erected upon the Building has Premises andior interior modifications to be completed by Landlord hereunder, as applicable, shall have been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days after the date Tenant has received the certificate plan and specifications described on Exhibit “1I-2” attached hereto and incorporated herein by reference. Delays of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant any nature whatsoever attributable to the acts or omissions of Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificatesor its employees, authorizationsaments or contractors, permits and approvals customarily given shall not be cause for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 the Commencement Date. Landlord shall from 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 its objections, Landlord shall have a reasonable time after delivery of such notice in which to time during construction on take such corrective action as may be necessary, and shall 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 by Tenant shall be deemed conclusively to establish that said buildings and other improvements have been completed in accordance with the plans and specifications and that the Premises provide are in good and satisfactory condition, as of when possession was so taken. Tenant with at least sixty (60) days prior written notice acknowledges that no representations as to the repair of the anticipated substantial completion date Premises have been made by Landlord, unless such are expressly set forth in this lease. After such Commencement Date Tenant shall, upon demand, execute and deliver to Landlord a letter of each full floor portion acceptance of delivery of the Premises, and a second written notice on . In the date which it claims event of any dispute as the actual to substantial completion date of each such floor. After the actual substantial completion date asserted or work performed or required to be performed by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant the certificate of Landlord's architect or general contractor 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 questionconclusive.

Commencement Date. COMMENCEMENT DATE" 2.2.1 The Commencement Date listed in Section 1 of this Lease represents an estimate of the actual Commencement Date. The actual Commencement Date shall mean be the last first to occur of the following events: (ai) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; three (b) sixty (603) days after Landlord notifies Tenant the date Tenant has received the certificate of Landlord's Space Planner and of Premises are available for Tenant's Space Planner that occupancy in the Premises have been substantially completed condition required pursuant to the Tenant Improvement Plans; and Section 2.1 of this Lease, or (cii) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy Tenant takes possession of the Premises for purposes other than completing tenant improvements. If the Commencement Date is later than the estimated Commencement Date specified in Section 1 above, this Lease shall not be void or voidable. 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 the first day of the 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 applicable on the Commencement Date. 2.2.2 Tenant waives any damages which may result from any delay in the applicable governmental authorities, provided that Tenant is allowed to occupy substantial completion of the work described in Section 2.1 or delivery of possession of the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay takes possession of the Commencement Date Premises prior 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 the purpose of doing business in the Premises, Tenant's obligation to pay Rent hereunder and to observe and perform all purposes of this Lease other conditions and agreements hereunder with respect to the Premises shall be deemed to be commence on such earlier date as of taking possession of the Premises. Notwithstanding the foregoing, Tenant shall not take possession of the Premises prior to the Commencement Date would have occurred had for such Tenant Delay not occurred. If the purposes without Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to written permission. 2.2.3 In the date of such event that substantial completion of the entire PremisesTenant Improvements is delayed by reason of delays caused or occasioned by Tenant, such matter this Lease 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 commence on the date which Landlord claims 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 actual Premises by Tenant shall be deemed an acceptance of the Premises and substantial completion date for by Landlord of the Premises which shall be sixty days prior to Tenant Improvements. 2.2.5 Promptly after the Commencement Date. , Landlord shall from time complete and send to time during construction on Tenant the Premises provide Verification Letter attached to this Lease as Exhibit D. Tenant with at least sixty shall execute and return the Verification Letter to Landlord within fifteen (6015) 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionreceipt.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days From and after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 Effective Date, the Commencement Date for all purposes terms and provisions of this Lease shall be fully binding on Landlord and Tenant, including prior to the occurrence of the Commencement Date. (b) If Landlord does not tender possession of the Premises or any portion thereof to Tenant on 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 thereby caused, such failure shall not affect any other obligations of Tenant hereunder (except as expressly provided in this Section and in the definition of Premises Delivery Date and Rent Commencement Date), 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 and in the condition required by this Lease. There shall be such earlier date as no postponement of the Commencement Date would have occurred had such and/or the Rent Commencement Date for any delay in the tender of possession to Tenant Delay which results from any Tenant Delay. Notwithstanding the foregoing, in the event that Landlord does not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion tender possession of the entire PremisesPremises to Tenant by the Premises Delivery Date, such matter then the Rent Commencement Date shall be delayed one day for each day beyond the Premises Delivery Date that Landlord fails to tender possession of the Premises to Tenant. (c) Once the Rent Commencement Date has been determined in accordance with Paragraph 3.E. hereof. by Landlord, Landlord shall provide notify 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 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 Rent Commencement Date, the Fixed Rent, the amount of Landlord’s Contribution, Tenant’s Proportionate Share, the Area of the anticipated substantial completion date of each full floor portion Original Premises, the Area of the Additional Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor Area of the Building and the Expiration Date. Pending the delivery of any such notices, each of said items shall be as specified in the Basic Lease Provisions. Landlord’s failure to deliver any of the foregoing notices shall not affect the determination of any of such dates or amounts. (d) Except for purposes of building out the Additional Premises, upon five Tenant agrees not to occupy the Additional Premises as shown on Exhibit A until the first day of the fourth (54th) business days Lease Year. In the event Tenant elects to occupy such area prior written notice to Landlordsuch date, Tenant shall notify Landlord thereof and pay to Landlord the sum of Ten Dollars ($10.00) as an early access fee (the “Early Access Fee”). Notwithstanding Tenant’s exercise of its right to occupy the Additional Premises before the fourth (4th) Lease Year commences, in no event shall Tenant be entitled required to take possession of such floor and occupy it pay Rent for Tenant's business without charge, except for Landlord's ascertainable out-of-pocket costs for those services specified in Paragraphs 8.A.(ithe Additional Premises until the fourth (4th) 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 questionLease Year commences.

Commencement Date. COMMENCEMENT DATE" The Term of this Lease shall mean the last to occur of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date commence on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay of the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. If Landlord does not tender possession of the Additional Second Floor Space or the Additional Third Floor Space to a Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby caused, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Additional Second Floor Space or the Additional Third Floor Space, as applicable, to Tenant. Landlord shall be deemed to have tendered possession of the 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 such space is vacant, in the condition required by this Lease and available for Tenant's occupancy. No failure to tender possession of the Additional Second Floor Space or the Additional Third Floor Space to Tenant on or before any specified date subsequent to that on which shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Additional Second Floor Space or the Additional Third Floor Space (or the corresponding Rent Commencement Date would have occurred had such with respect to the Additional Second Floor Space or the Additional Third Floor Space, as applicable) for (i) any delay in the tender of possession to Tenant which results from any Tenant Delay not occurredor (ii) any delays by Landlord in the performance of any Punch List Items related to the Additional Second Floor Space Improvements or the Additional Third Floor Space Improvements (as each such term is defined in Rider R1-B), then notwithstanding as applicable (Tenant shall have available to it the foregoing definition 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 are determined, Landlord and Tenant shall execute an agreement stating the Additional Second Floor Space Commencement Date, the Additional Third Floor Space Commencement Date Date, the respective Rent Commencement Dates and the Expiration Date, but the failure to do so will not affect the determination of such dates. If Landlord fails to perform and complete any Punch List Items within 30 days after the creation of the list 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 purposes of this Lease 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 be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire Premiseswithin 30 days after Landlord receives an invoice therefor from Tenant, 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 accompanied by true and complete copies of invoices and other reasonable support for 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, costs and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionexpenses invoiced.

Commencement Date. COMMENCEMENT DATE" shall mean Promptly after receipt of such notice, Landlord and Tenant will schedule a date and time and make all other necessary arrangements for Landlord’s removal of the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) designated Existing Furniture. Within 30 days after the date receipt of an invoice therefor, Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by will reimburse Landlord for any floor of the Premises, 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 ’s out-of-pocket costs expenses incurred in connection with Landlord’s removal of the designated Existing Furniture including, without limitation, moving company and electrician charges. Landlord’s out-of-pocket expenses will not include any storage charges for those services specified the 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 Paragraphs 8.A.(i) or claim upon such Existing Furniture. Notwithstanding the foregoing, provided no Event of Default then exists, promptly after the expiration of the 3rd Lease Year, Tenant shall pay $10.00 to Landlord for the Existing Furnishings and (iii) and 8.A.(x) Landlord shall transfer Landlord’s title to the Existing Furnishings to Tenant by b▇▇▇ of sale. Following conveyance of the Existing Furnishings, the restrictions concerning Tenant’s use of the Existing furnishings set forth in this Section shall no longer apply. Tenant shall pay the sales tax (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 any) due upon such transfer of the portion of the Premises in questionExisting Furnishings to Tenant.

Commencement Date. COMMENCEMENT DATE" Upon the Effective Date, the terms and provisions hereof shall mean the last to occur of (a) the date be fully binding on Landlord and Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant prior to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay occurrence 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 . The Term of this Lease shall be deemed to be such earlier date as commence on the Commencement Date would have occurred had such Tenant Delay and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. Except as otherwise expressly provided in ARTICLE 4, if Landlord does not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion tender possession of the entire PremisesPremises to Tenant on or before any specified date, such matter shall be determined in accordance with Paragraph 3.E. hereof. for any reason whatsoever, Landlord shall provide Tenant with at least sixty (60) days prior written notice 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 anticipated substantial completion Premises to Tenant. No failure to tender possession of the entire Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. Once the Commencement Date is determined, Landlord 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 Tenant shall be sixty days prior to execute an agreement stating the Commencement Date. Landlord shall from time Rent Commencement Date and Expiration Date, but the failure to time during construction on do so will not affect the Premises provide determination of such dates. For purposes of determining whether Tenant with at least sixty (60) days prior written notice of the anticipated substantial completion date of each full floor portion has accepted possession of the Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled deemed to take possession have done so when Tenant first moves Tenant’s Property and/or any of such floor and occupy it for its personnel into the Premises and/or commences construction. Such actions by Tenant shall be conclusive evidence, as against Tenant's business without charge, that Landlord has completed the Abatement as described in Section 4.1 of this Lease, except for Landlord's ascertainable out-of-pocket costs for those services specified ’s Work as described in Paragraphs 8.A.(i) Section 4.3 of this Lease and (iii) and 8.A.(x) (if Latent Defects as defined in Section 4.4 of this Lease. 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 has accepted possession of the Premises in questionits then current condition and at the time such actions were taken, the Premises and the Building were in a good and satisfactory condition as required by the Lease.

Commencement Date. COMMENCEMENT DATE" The “Commencement Date” shall mean May 1, 2021. Notwithstanding the last 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 (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 Interim Turnover Date”), then Tenant shall be entitled to an abatement of (a) 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 has received in broom clean condition with a temporary occupancy certificate allowing Tenant to occupy the certificate office and biology lab portions of Architect 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 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 ’s Work and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; 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 (c) equipment to facilitate Tenant’s move-in and start-up of business operations, so long as any such entry is coordinated with Landlord and Landlord’s contractors and such entry and installations do not unreasonably interfere with the date on which 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. 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 any unreasonable interference prior to Substantial Completion, Landlord has secured all necessary certificatesshall have the right to provide written notice to Tenant of such interference, authorizations, permits and approvals customarily given for Tenant shall cause its workmen and contractors to cease such interference or cease performing such work until Landlord’s workmen and contractors have completed their work. Any such early entry into and occupancy of the Leased Premises from the applicable governmental authorities, provided that by Tenant is allowed to occupy the Premises. If and to the extent that or any person or entity working for or on behalf of Tenant 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable subject to agree as to the date of such substantial completion all of the entire Premisesterms, 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 covenants, conditions and provisions of the anticipated substantial completion Lease, including, without limitation, providing certificate(s) of insurance required under this Lease, excluding only 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 covenant to the Commencement Date. Landlord shall from time to time during construction on the Premises provide Tenant with at least sixty pay Rent (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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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▇▇'▇ ▇ccupancydefined herein), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in question.

Commencement Date. COMMENCEMENT DATE" Landlord shall mean notify Tenant in writing of Substantial Completion and Tenant shall commence occupancy of the last to occur of (a) Initial Premises on the date Commencement Date. Tenant has received shall occupy the certificate of Architect Additional Space on the Second Commencement Date. Tenant shall occupy the Additional Space on the Second Commencement Date. In the event that the Building Tenant contends that the Tenant Improvements have not in fact been Substantially Completed, Tenant shall notify Landlord in writing of its objections within ten (10) calendar 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 action has been substantially completed 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 Paragraph 3.B; (b) sixty (60) days after the date Tenant has received Plans and Specifications, the certificate of Landlord's Space Planner architect or general contractor shall be conclusive. If on the Commencement Date, Punch List Work for the Tenant Improvements 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 Commencement Date. In no event shall Punch List Work delay or postpone the occurrence of the Commencement Date. Changes to the Plans and Specifications shall require the written consent of Landlord and Tenant. Tenant has Landlord's Space Planner that permission to enter the premises to install equipment, furniture, phones and data cable prior to occupancy. Tenant may enter the Premises have been substantially completed pursuant prior to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 occurredinstall equipment, then notwithstanding the foregoing definition of Commencement Datefurniture, the Commencement Date for all purposes of this Lease 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 Space Planner phones and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire Premisesdata cabling, 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlordprovided that, Tenant shall be entitled to take possession not interfere with the construction of such floor and occupy it for the Tenant Improvements. All terms of this Lease, including Tenant's business without chargeindemnifications and obligation to maintain insurance, 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 but excluding payment of Tena▇▇'▇ ▇ccupancy)rent, which in each case are directly attributable shall apply to Tena▇▇'▇ ▇ossession of the portion of the Premises in questionsuch early entry by Tenant.

Commencement Date. COMMENCEMENT DATE" The term of this Lease shall mean begin on the last to occur of (“Commencement Date”, which shall be defined as the earlier of: a) date on which all of the date following contingencies have occurred: i) Landlord has substantially completed the Work; and ii) Landlord has delivered to Tenant has received the a certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days after the date occupancy, either temporary or permanent, issued by Canton Township, Michigan, permitting Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that to occupy the Premises have been substantially completed pursuant for uses permitted in this Lease; and iii) Landlord has delivered possession of the Premises to Tenant, broom-clean and in a condition which permits Tenant to occupy the Tenant Improvement PlansPremises for the uses permitted in this Lease; and (cor b) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given the foregoing three (3) items would have occurred but for occupancy delays caused by Tenant (or Tenant’s contractors) in requesting change orders or in carrying out Tenant’s Work. The Expiration Date of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) Lease shall be the sole cause last day of delay the calendar month which is one hundred fifty (150) months after the Commencement Date occurs. When the Commencement Date is known, 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 Date, Landlord and Tenant shall promptly meet to a date subsequent resolve any disagreement. If Landlord and Tenant are unable to that on which the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding the foregoing definition of Commencement Dateresolve their disagreement, the Commencement Date for all purposes of this Lease shall be deemed to be such earlier date as conclusively determined by the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as architect, in reference to the date standards of such substantial completion Section 4.1 (a) or (b) as applicable. Each of Landlord and Tenant shall pay one-half (2) of the 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 architect’s fee for the Premises which shall be sixty days prior to 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionthis determination.

Commencement Date. COMMENCEMENT DATE" Upon the Effective Date, the terms and provisions hereof shall mean the last to occur of (a) the date be fully binding on Landlord and Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant prior to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay occurrence 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 . The Term of this Lease shall be deemed commence on the Commencement Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender possession of the Premises to be such earlier date as Tenant on or before the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire Premisesor any other particular date, such matter shall be determined in accordance with Paragraph 3.E. hereof. for any reason whatsoever, Landlord shall provide Tenant with at least sixty (60) days prior written notice of not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and 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 Term shall be sixty days prior to not commence until the Commencement Date. Landlord shall from time be deemed to time during construction on have tendered possession of the Premises provide to Tenant with at least sixty (60) days prior written 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. No failure to tender possession of the anticipated substantial completion date Premises to Tenant on or before the Commencement Date shall affect any other obligations of each full floor portion Tenant hereunder. 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 for (i) any delay in the tender of possession to Tenant which results from any Tenant Delay or (ii) any delays by Landlord in the performance of any punch list items relating to Landlord’s work. Once the Commencement Date is determined, Landlord 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 and return to Landlord within ten (10) Business Days of receipt thereof; provided, however, Tenant’s failure to execute and return such notice to Landlord within such time shall be conclusive upon Tenant that the information set forth in such notice 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, and a second written notice on except further that the date which it claims foregoing shall not relieve Landlord from its obligation to complete or correct any punch list items as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by provided herein with respect to any work or improvement Landlord for any floor of the Premises, 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 questionperform pursuant to this Lease.

Commencement Date. COMMENCEMENT DATE" The Lease shall mean the last to occur of (a) commence on the date specified in Section 1(b), or on such earlier or later date as may be specified by written notice delivered by Landlord to Tenant has received the certificate of Architect advising Tenant that the Building has been substantially completed in accordance with Paragraph 3.B; Premises are ready for possession and specifying the Commencement Date, which shall not be less than ten (b) sixty (6010) days following the date of such notice. If Tenant occupies the Premises before the Commencement Date specified in Section 1(b), then the Commencement Date shall be the date of occupancy. If Landlord acts diligently to make the Premises available to Tenant, neither Landlord nor any agent or employee of Landlord shall be liable for any damage or loss due to Landlord's inability or failure to deliver possession of the Premises to Tenant as provided in this Lease. The Termination Date shall be modified upon any change in the Commencement Date so that the length of the Lease term is not changed. If Landlord does not deliver possession of the Premises to Tenant within ninety days (90) after the date specified in Section 1(b), Tenant has received may elect to cancel this Lease by giving written notice to Landlord within 10 days after such time period ends. If Tenant gives such notice, the certificate of Landlord's Space Planner Lease shall be cancelled, all prepaid rent and of Tenant's Space Planner that the Premises security deposits shall be refunded to tenant, and neither Landlord nor Tenant shall have been substantially completed pursuant any further obligations to the Tenant Improvement Plans; and (c) the date other. The first "Lease Year" shall commence on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay of the Commencement Date to a and shall end on the date subsequent to that on which is twelve (12) months from the end of the month in which the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding occurs. Each successive Lease Year during the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease initial term and any extension terms shall be deemed to be such earlier date as twelve (12) months, commencing on the Commencement Date would have occurred had such Tenant Delay not occurred. If first day following the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion end of the entire Premisespreceding Lease Year, such matter except that the last Lease Year 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 end on the date which Landlord claims as the actual substantial completion date for the Premises which shall be sixty days prior to the Commencement Termination 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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. COMMENCEMENT DATE" Landlord shall mean 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 last 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 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 (a) the date Tenant has received the certificate possession. Such taking of Architect possession shall further establish that the Building 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 substantially completed made by Landlord, unless such are expressly set forth in accordance with Paragraph 3.B; (b) sixty (60) days after this Lease. In the date Tenant event of any dispute as to whether Substantial Completion has received occurred, the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises’s architect shall be conclusive. If and to on the extent that Tenant 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 shall be deemed Punch List Work remains to be completed, Landlord and Tenant shall agree on such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. Landlord In no event shall from time Tenant’s refusal or failure to time during construction agree on the Premises provide Tenant with at least sixty (60) days prior written notice nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence 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 floorCommencement Date. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled make no changes to take possession of such floor the Plans 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 Specifications or the only tenant work reflected in the Building Plans and additional security is required because Specifications without the consent of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in questionLandlord.

Commencement Date. COMMENCEMENT DATEImprovements are to be erected upon the Leased Premises pursuant to a separate Leasehold Improvements Agreement between Lessor and Lessee, as described in Section 6.1, and the "Commencement Date" shall mean be the last earlier of the date Lessee begins operating its business in the Leased Premises or the scheduled "Commencement Date" as stated herein; and if no improvements are to occur be erected upon the Leased Premises pursuant to a Leasehold Improvements Agreement, the Commencement Date shall be January 1, 1996 (the "Commencement Date"). The Commencement Date shall constitute the commencement of the term of this Lease for all purposes, whether or not Lessee has actually taken possession. If this Lease is executed before the Leased Premises become vacant or otherwise available and ready for occupancy by Less▇▇, ▇▇ if any present occupant of the Leased Premises holds over and Lessor cannot acquire possession of the Leased Premises before the Commencement Date, then (a) Lessee's obligation to pay rent hereunder shall be waived until Lessor tenders possession of the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; Leased Premises to Lessee, (b) sixty (60) days after the date Tenant has received term shall be extended by the certificate of Landlord's Space Planner time between the scheduled Commencement Date and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy Lessor tenders possession of the Leased Premises from to Lessee (which date will then be defined as the applicable governmental authoritiesCommencement Date), provided that Tenant is allowed to occupy the Premises. If (c) Lessor shall not be in default hereunder or be liable for damages therefore, and to the extent that Tenant Delay (as defined in the Work Letterd) Lessee shall be the sole cause of delay accept possession of the Commencement Date Leased Premises when Lessor tenders possession thereof to a date subsequent to that on which Lessee. By occupying the Commencement Date would have occurred had such Tenant Delay not occurredLeased Premises, then notwithstanding the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease Lessee shall be deemed to be such earlier date have accepted the Leased Premises in their condition as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to of the date of such substantial completion of the entire Premisesoccupancy. Lessee shall execute and deliver to Lessor, 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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.within

Commencement Date. COMMENCEMENT DATE" a. The Commencement Date shall mean be the last to occur earlier of (ai) the date on or after May 15, 2005, which is thirty (30) days after the Delivery Date, and (ii) the date Tenant has received begins fully staffed operation of business in all portions of the certificate Premises. Landlord will proceed diligently and make commercially reasonable efforts to achieve a Delivery Date of Architect that not later than April 1, 2005. The Delivery Date shall be the Building has date when both the TI Work and Landlord’s Work have been substantially completed in accordance with Paragraph 3.B; 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) a permanent or temporary Certificate of Occupancy, and (b) sixty (60) days after the date Tenant has received the a certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant substantial completion as to the Tenant Improvement Plans; TI Work and Landlord’s Work as issued by the ▇▇▇▇▇▇ Group, Inc., with the fee for issuance of such certificate being shared equally by Landlord and Tenant, or (cii) 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 which and after April 1, 2005 (regardless of whether Delivery Date has occurred) for the purpose of installing cabling and other fixtures and equipment. Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy will deliver to Tenant possession of the Premises from on the applicable governmental authoritiesDelivery Date for Tenant’s set-up, provided that installation of furniture and equipment, move-in, and start-up of business operations. Such early occupancy and use of the Premises by Tenant is allowed 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, and will be subject to occupy the Premisesreasonable requirements of Landlord and Contractor. If and Landlord fails to the extent that Tenant Delay (achieve Delivery Date by April 15, 2005 other than as defined in the Work Letter) shall be the sole cause a result 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 Dateforce majeure or Excused Delay, the Commencement Date will be delayed one day for all purposes of this Lease shall be deemed to be each such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner day or delay, and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 beginning on the date which Landlord claims as the actual substantial completion date for the Premises which shall be sixty days prior to 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 negotiating with a prospective lessee of Tenant's premises under the existing lease, the holdover premium for which Landlord shall from time reimburse Tenant may be up to time during construction on the Premises provide Tenant with at least sixty (60) days prior written notice $103,505.56 per month, as more specifically provided in Section 18 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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▇▇'▇ ▇ccupancyexisting lease), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in question.

Commencement Date. COMMENCEMENT DATE" Upon the Effective Date, the terms and provisions hereof shall mean the last to occur of (a) the date be fully binding on Landlord and Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant prior to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy occurrence of any Commencement Date. The Term of this Lease shall commence in respect of each portion of the Premises from on the Commencement Date in respect thereof and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. If Landlord does not tender possession of any portion 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 in respect of such portion of the Premises until Landlord tenders possession of such portion of the Premises to Tenant. Landlord shall be deemed to have tendered possession of each portion of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that such portion of the Premises is vacant, in the condition required by this Lease and available for Tenant's occupancy. No failure to tender possession of any portion of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. Once a Commencement Date is determined, Landlord and Tenant shall execute an agreement stating such Commencement Date, the applicable governmental authoritiesRent Commencement Date and Expiration Date, provided that but the failure to do so will not affect the determination of such dates. For purposes of determining whether Tenant is allowed to occupy has accepted possession of any portion of the Premises. If and , Tenant shall be deemed to have done so when Tenant first moves Tenant's Property and/or any of its personnel into such portion of the Premises and/or commences construction, except to the extent that Tenant Delay (as defined is authorized in the Work Letter) shall be the sole cause of delay this Lease or by Landlord's agreement to do any 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 shall be without being deemed to be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date accepted possession of such substantial completion of the 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 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. 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. Landlord shall deliver vacant possession of the Premises (other than the 2nd Floor Premises, the 14th Floor Premises and a second written notice the 15th Floor Premises) simultaneously with the execution and delivery of this Lease by the parties hereto. Tenant acknowledges that the 2nd Floor Premises are on the date which it claims as the actual substantial completion hereof subject to a lease that currently has an expiration date of each such floor. After July 31, 2002 and that the actual substantial completion 14th Floor Premises and the 15th Floor Premises are on the date asserted by Landlord hereof subject to a lease that is being modified to provide for any floor the surrender of the 14th Floor Premises and the 15th Floor Premises. Landlord shall deliver vacant possession of the 2nd Floor Premises to Tenant as promptly as reasonably possible after July 31, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled to take 2002 and after Landlord obtains vacant 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 space. Landlord shall deliver vacant possession of the portion 14th Floor Premises and the 15th Floor Premises to Tenant as promptly as reasonably possible after Landlord obtains vacant possession of such space. Landlord shall endeavor, without liability for failure to do so, to give Tenant not less than 2 Business Days prior notice of the date of delivery of possession of each of the 14th Floor Premises in questionand the 15th Floor Premises by Landlord to Tenant.

Commencement Date. COMMENCEMENT DATE" If this Lease is not terminated pursuant to Section 2.1 above or Section 2.4 below, the “Commencement Date” shall mean occur on the last to occur of earlier of: (ai) the date of Substantial Completion of the Tenant has received Improvements (as such terms are defined in Exhibit B attached hereto), or (ii) the certificate of Architect that date which is three (3) months following the Building has been substantially completed Delivery Date as determined as provided in accordance with Paragraph 3.B; Section 2.3 below, subject to any Landlord Delay, Force Majeure Delay not to exceed ninety (b) sixty (6090) days after 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 date Tenant has received Improvements, subject to (i) Tenant’s approval, which shall not be unreasonably withheld or delayed if the certificate bids submitted are competitive, of the bids submitted by Landlord's Space Planner ’s Contractor and of its subcontractors, and (ii) Tenant's Space Planner that the Premises have been substantially completed pursuant ’s right to audit Landlord’s Contractor’s books and records with respect to the Tenant Improvement Plans; and Improvements as set forth in Exhibit B attached hereto. Within ten (c10) the date on business days after written request by Landlord (which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy request shall not be made until Substantial Completion of the Premises from Tenant Improvements has occurred in all the applicable governmental authoritiesBuildings), provided that Landlord and Tenant is allowed shall execute a written amendment to occupy the Premises. If and to the extent that Tenant Delay (as defined this Lease, substantially in the Work Letter) 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 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), 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 be such earlier date as modify the Commencement Date would have occurred had or the Expiration Date of this Lease, but Tenant’s obligation to pay Rent for such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire Premises, such matter Building or Buildings shall be determined as set forth 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 Basic Lease Information 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled subject to take possession all the other terms and conditions of such floor this Lease with respect to the particular occupancy 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 questionoperations.

Commencement Date. COMMENCEMENT DATE" Upon the Effective Date, the terms and provisions hereof shall mean the last to occur of (a) the date be fully binding on Landlord and Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant prior to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay occurrence 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 . 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. 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 be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion tendered possession of the entire PremisesPremises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, such matter shall be determined in accordance with Paragraph 3.E. hereofthe condition required by this Lease and available for Tenant’s occupancy. Landlord shall provide Tenant with at least sixty (60) days 10 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 reasonably anticipates will be sixty days prior to the Commencement Date. Landlord shall from time No failure to time during construction on tender possession of the Premises provide to Tenant with at least sixty (60) days prior written notice on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the anticipated substantial completion date Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of each full floor portion possession of the Premises to Tenant which results from any Tenant Delay or (ii) any delay by Landlord in the performance of any Punch List Items relating to Landlord’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 Tenant has accepted possession of the Premises, and a second written notice on Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the date which it claims as Premises and/or commences construction of the actual substantial completion date Initial Installations, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of each such floor. After the actual substantial completion date asserted by Landlord for any floor foregoing without being deemed to have accepted possession of the Premises, upon five (5) business days prior written notice . The provisions of this Section 2.2 are intended to Landlord, Tenant shall be entitled constitute “an express provision to take possession the contrary” within the meaning of such floor and occupy it for Tenant's business without charge, except for Landlord's ascertainable outSection 223-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 a of the portion of the Premises in questionNew York Real Property Law or any successor Requirement.

Commencement Date. COMMENCEMENT DATE" The Term (defined below) and Tenant’s obligation to pay Rent shall mean the last to occur of (a) commence on the date that is the day Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; takes actual possession, which date will be no more than ten (b10) sixty (60) business days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to on which the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay Work (as defined in the Work Letter) shall be has been Substantially Completed (as defined below) (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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 the “Commencement Date. Landlord shall from time cause the Tenant Improvement Work to time during construction on be completed pursuant to the work letter attached hereto as Exhibit C (the “Work Letter”), and shall use best efforts to cause the completion of the Final Plans and the Tenant Improvement Work to be done in a timely manner, as contemplated in the Work Letter, including, without limitation, Substantial Completion of the Tenant Improvement Work within eight weeks of the completion of the Final Plans (as defined in the Work Letter). “Substantially Complete” or “Substantial Completion” or “Substantially Completed” mean the date that the Parties agree in writing that the Tenant Improvement Work is all but complete, except that final permits may not have been signed by the city, whereby Tenant may take possession and use the Premises provide as contemplated herein. If, at any time after the Parties agree that the Tenant with at least sixty (60) days prior written notice Improvement Work is Substantially Complete and the date that the final permits are signed by the city, Tenant’s use of the anticipated substantial completion date Premises is encumbered in any manner that prevents Tenant from the normal operation of each full floor portion its business within the Premises as contemplated herein as a result of the Premisesany work performed by Landlord, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premisesits agents, upon five (5) business days prior written notice to Landlordemployees or contractors, Tenant shall be entitled to take possession an equitable abatement of Rent during such floor and occupy it period until such time when the Premises are suitable for Tenant's business without chargeunimpeded use. During the first twelve (12) months of the Term of this Lease, except for Landlord shall, at Landlord's ascertainable out-of-pocket costs for those services specified in Paragraphs 8.A.(i) sole cost and (iii) and 8.A.(x) (if Tenant is the only tenant expense, repair any defects in the Building and additional security is required because of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession construction of the portion of the Premises in questionTenant Improvement Work.

Commencement Date. COMMENCEMENT DATE" Upon the Effective Date, the terms and provisions hereof shall mean be fully binding on Landlord and Tenant prior to the last occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender possession of the Premises to Tenant on or before the Delivery Date or any 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 the Commencement Date. Notwithstanding the foregoing, the Commencement Date shall be extended by one day for each day delivery of the Premises is delayed past the Delivery Date. In addition, if the Delivery Date does not occur on or before November 1, 2006 then Tenant shall have the right to terminate this Lease effective upon delivery or written notice thereof to Landlord on or before December 1, 2006, provided further, however, that Tenant shall not be entitled to so terminate this Lease if the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of (a) such notice by Tenant. Landlord shall be deemed to have tendered possession of the date Premises to Tenant has received upon the certificate giving of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days after the date notice by Landlord to Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner stating that the Premises have been substantially completed pursuant are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy tender possession of the Premises from to Tenant on or before the applicable governmental authorities, provided that Delivery Date shall affect any other obligations of Tenant is allowed to occupy the Premiseshereunder. If and to the extent that Tenant Delay (as defined in the Work Letter) There shall be the sole cause of delay no postponement 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 delay in the Building and additional security is required because tender of Tena▇▇'▇ ▇ccupancy), possession to Tenant which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in questionresults from any Tenant Delay.

Commencement Date. COMMENCEMENT DATE" Landlord shall mean prepare the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed Premises for Tenants occupancy in accordance with Paragraph 3.B; the Plans and Specifications. Landlord's preparation of the Premises (b"Landlord's Work") sixty shall be performed by Landlord's contractors and the 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 (6010) days Business Days after its receipt of the date 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 received 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 Space Planner architect or general contractor shall be conclusive. If on the Commencement Date, 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 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. 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 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 Space Planner that giving said notice. If the Premises have been substantially completed pursuant Commencement Date shall occur on or before the thirtieth (30th) day following Landlord's receipt of such notice, Tenant's termination notice shall be deemed null and void and of no further force or effect. Notwithstanding anything to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined contrary in the Work Letter) foregoing contained, there shall be the sole cause of delay 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 date subsequent conduit ("Tenant's Conduit") to that on 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 Construction Principal (as defined below in paragraph 2.5) shall be allocated to such cost. Landlord shall perform the installation of Tenant's Conduit during the performance of Landlord's Work to prepare the Premises for Tenant's occupancy. At the expiration or sooner termination of the Lease Term, Tenant's Conduit shall become the property of Landlord. Notwithstanding anything to the contrary contained in the foregoing, Landlord may elect, (without being obligated to do 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 Commencement Date would have occurred had cost to procure materials for and/or install such Tenant Delay not occurredsubstitute conduit (for purposes hereof, then notwithstanding the foregoing definition of Commencement Datealso to be deemed Tenant's Conduit), the Commencement Date 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 length 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 included in Operating Costs for purposes of this Lease shall be deemed Lease. Tenant shall, at its own cost and expense, repair any and all damage to be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If Building, Building 500, the Land, paved areas, drives, walks, and landscaping or to Landlord's Space Planner other facilities and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion 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 entire Premisesinstallation, 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 use, maintenance or repair 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 chargeConduit, except for unless caused by 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 questionnegligence.

Commencement Date. COMMENCEMENT DATE" Upon the Effective Date, the terms and provisions hereof shall mean the last to occur of (a) the date Tenant has received the 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 be fully binding on Landlord and of Tenant's Space Planner that the Premises have been substantially completed pursuant , including prior to the Tenant Improvement Plans; and (c) occurrence of the date Commencement Date. The Term of this Lease shall commence on which the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. If Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy does not tender possession of the Premises from 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 applicable governmental authoritiesTerm shall not commence until Landlord tenders possession of the Premises to Tenant. No failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. Once the Commencement Date is determined, provided that Landlord and Tenant is allowed shall execute an agreement in the form of Exhibit F hereto stating the Commencement Date and the Expiration Date, but the failure to occupy do so will not affect the determination of such dates. For purposes of determining whether Tenant has accepted possession of the Premises. If and , 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 Delay (as defined is authorized in this Lease or by Landlord’s agreement to do any of the Work Letter) shall be foregoing without being deemed to have accepted possession of the sole cause of delay of Premises. Notwithstanding the foregoing, if the Commencement Date to a has not occurred by August 1, 2002 (as such date subsequent to that on which the Commencement Date would have occurred had such may be extended by any Tenant Delay not occurredand/or Unavoidable Delay), then notwithstanding Tenant shall have the foregoing definition of Commencement Dateright, the Commencement Date for all purposes of as Tenant’s sole remedy, to terminate this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 by delivering written notice of such termination (the anticipated substantial completion of the entire Premises and Building as described in Paragraph 3.B. and a second written notice “Termination Notice”) to Landlord at any time on the or after such date which Landlord claims as the actual substantial completion date for the Premises which shall be sixty days but prior to the Commencement DateDate with such termination being effective 30 days after Landlord’s receipt of the 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 shall from time incurs an Unavoidable Delay in connection with Landlord’s Substantial Completion of the Tenant Improvements due to time during construction on any delay in the Premises provide issuance of any permits or in connection with any governmental inspections of the Tenant with at least sixty (60) days prior Improvements, Landlord will send Tenant 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) Unavoidable Delay within 2 business days prior written after Landlord obtains actual knowledge of such Unavoidable Delay. If Landlord fails to send such notice to LandlordTenant within such 2 business day period, Tenant shall then the delay will not be entitled treated as an Unavoidable Delay until the day on which Landlord sends such notice 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. COMMENCEMENT DATE" shall mean 1. The commencement date (“Commencement Date”) for this Lease is the last to occur of date set forth in the Schedule; provided, however, that (a) if the Substantial Completion Date fails to occur on or before December 29, 2003 for any reason, (i) this Lease shall not be void or voidable by either party, (ii) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (iii) the Commencement Date shall be revised to mean the Substantial Completion Date; and (b) if Tenant commences business operations in any portion of the Premises prior to the Commencement Date, the Commencement Date shall be deemed to have occurred on the date Tenant has received commences business operations in the certificate of Architect that Premises. Notwithstanding the Building has been substantially completed foregoing, if Landlord is delayed in accordance with Paragraph 3.B; completing Landlord’s Work (b) sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to as defined in the Tenant Improvement Plans; and (cAgreement attached hereto as Exhibit C) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy or in delivering possession of the Premises from the applicable governmental authorities, provided that to Tenant is allowed to occupy the Premises. If and to the extent that as a result of any Tenant Delay (as defined in Section 4 of Exhibit C), the Work Letter) Substantial Completion Date shall be deemed to have occurred on the sole cause of delay of date the Commencement Date to a date subsequent to that on which the Commencement Substantial Completion Date would have occurred had in the absence of such Tenant Delay 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 occurredoccur on or before May 31, then notwithstanding 2004, Tenant shall have the foregoing definition right to terminate this Lease by delivery of Commencement Datewritten 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 all purposes this Lease. Tenant shall execute the Commencement Date Confirmation and deliver the executed original of this the same to Landlord within three (3) business days after Tenant’s receipt thereof. Provided that Tenant has not objected in writing within such three (3) business day period to the Commencement Date or Termination Date set forth in the 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 with the information as set forth therein. 3. This Lease shall be deemed to be such earlier date as a binding contractual obligation effective upon execution and delivery hereof by Landlord and Tenant, notwithstanding the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion later commencement of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionLease Term.

Commencement Date. COMMENCEMENT DATE" Landlord shall mean prepare the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed Premises for Tenant's occupancy in accordance with Paragraph 3.B; the Plans and Specifications. Landlord's preparation of the Premises (b"Landlord's Work") sixty shall be performed by Landlord's contractors and the 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 (6010) days 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 received 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 Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premisesarchitect or general contractor shall be conclusive. If and to the extent that Tenant 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of Substantial Completion, Punch List Work remains to be completed, Landlord and Tenant shall agree on such substantial completion 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 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 date 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 Substantial Completion or the Commencement Date. 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, Landlord shall from time perform 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 time during construction March 1, 2000 and possibly while Tenant is in occupancy of Premises A and/or B, or parts thereof. There shall be no allowance to Tenant for diminution of rental value and no liability on the Premises provide part of Landlord by reason of inconvenience, annoyance or injury to Tenant with at least sixty (60) days prior written notice arising from the performance 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionWork.

Commencement Date. COMMENCEMENT DATE" The “Commencement Date” shall mean the last date that Landlord shall have delivered possession of the Leased Premises to Tenant in broom clean condition with the Landlord's Work and the Tenant Improvements within the Leased Premises Substantially Completed. Landlord estimates that the Commencement Date shall occur of (a) on or before the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; is one hundred five (b) sixty (60105) days after the date Tenant has received upon which Landlord receives all necessary permits for the certificate construction of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; Improvements. Such date, as applicable and (c) subject to extension due to Force Majeure and Tenant Delays, is referred to herein as the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 “Estimated Commencement Date, the Commencement Date for all purposes of this Lease shall be deemed to be .” At such earlier date time as the Commencement Date would shall have occurred had such Tenant Delay been established, the parties shall enter into an agreement confirming the same substantially in the form attached hereto as Exhibit C. Notwithstanding the foregoing, if the Commencement Date does not occurred. If occur on or before the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire Premises, such matter shall be determined in accordance with Paragraph 3.E. hereof. Landlord shall provide Tenant with at least sixty day that is thirty (6030) days prior written notice of following 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 the Estimated 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled to take one (1) day of abatement of Base Rent for every day in the period beginning on the day following the thirtieth (30th) day following Estimated Commencement Date and ending on the Commencement Date, which abatement shall be in addition to any other abatement, free rent periods or other rental concessions to which Tenant may be entitled under this Lease. Subject to Tenant Delays and Force Majeure, if the Commencement Date does not occur on or before the date that is two hundred seventy (270) days following the mutual execution of this Lease (the “Outside Commencement Date”), Tenant shall be entitled to two (2) days of abatement of Base Rent for every day in the period beginning on the day following the Outside Commencement Date and ending on the Commencement Date, which abatement shall be in addition to any other abatement, free rent periods or other rental concessions to which Tenant may be entitled under this Lease. Notwithstanding the foregoing, Tenant shall have the right to enter the Leased Premises thirty (30) days prior to the anticipated date of Substantial Completion of the Landlord's Work and the Tenant Improvements 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 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. In any such floor and occupy it for event, the Tenant's business without charge, except for workmen and contractors shall take reasonable steps to minimize interference with any work being simultaneously performed by the 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 workmen or contractors in the Building Leased Premises. In the event of any unreasonable interference prior to Substantial Completion, Landlord shall have the right to provide written notice to Tenant of such interference, and additional security is required because of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable Tenant shall cause its workmen and contractors to Tena▇▇'▇ ▇ossession cease such interference or cease performing such work until Landlord's workmen and contractors have completed their work. Any such early entry into and occupancy of the portion Leased Premises by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to be subject to all of the Premises in questionterms, covenants, conditions and provisions of the Lease, including, without limitation, providing certificate(s) of insurance required under this Lease, excluding only the covenant to pay Rent (defined herein).

Commencement Date. COMMENCEMENT DATE" shall mean (a) “Commencement Date” means the last later of (i) the first to occur of (a) the date Tenant has received Tranche A Commencement Date and the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; Tranche B Commencement Date and (cii) January 1, 2006. “Tranche A Commencement Date” means the earlier of (A) the date on which Landlord Landlord’s Work in respect of the Tranche A Space has secured all necessary certificates, authorizations, permits been Substantially Completed in accordance with Exhibit E annexed hereto and approvals customarily given for (B) the date Tenant first takes occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay any material portion of the Tranche A Space for the conduct of business. “Tranche B Commencement Date” means the earlier of (A) the date on which Landlord’s Work in respect of the Tranche B Space has been Substantially Completed in accordance with Exhibit E annexed hereto and (B) the date Tenant first takes occupancy of any material portion of the Tranche B Space for the conduct of business. After the occurrence of each of the Tranche A 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 and Tranche B Commencement Date, upon request of either party, Landlord and Tenant shall promptly confirm by a separate instrument such date, the Tranche A Rent Commencement Date for all purposes or the Tranche B Rent Commencement Date, as applicable, and the Expiration Date; provided, that the failure to execute and deliver such instrument shall not affect the determination of such dates in accordance with this Lease shall be deemed to be such earlier date as Article 1. Pending the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree resolution of any dispute as to the date any of such substantial completion dates, Tenant shall pay Rent based upon Landlord’s determination. Any dispute as to any of the entire Premises, such matter dates shall be determined by arbitration in accordance with Paragraph 3.E. hereof. Landlord shall provide Tenant with at least sixty (60) days prior written notice the provisions 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionSection 8.09.

Commencement Date. COMMENCEMENT DATE" April 1, 1997, unless the Commencement 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 Commencement Date shall mean be thirty days after the last later to occur of (aA) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy delivered possession of the Leased Premises from the applicable governmental authoritiesto Tenant, provided that free of all tenants and occupants. Tenant is allowed to may occupy the Premises. If and to the extent that Tenant 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 Leased 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 30-day period prior to the 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 Date to perform all of its other duties and obligations under this Lease. Landlord The Term of this Lease shall from time to time during construction commence on the Premises provide Commencement Date and, unless extended or sooner terminated as hereinafter provided, shall end on the Termination Date, as such dates are respectively defined herein. Tenant with at least sixty (60) days prior written notice may elect to accept delivery of the anticipated substantial completion date of each full floor a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a second written notice portion of the Leased Premises, then commencing on the date which is 30 days after such acceptance, it claims as will be obligated to pay Base Rent on the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor occupied portion of the Premises, upon five (5) business days prior written notice Leased Premises in an amount equal 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 the Base Rent specified in Paragraphs 8.A.(i) and (iii) and 8.A.(x) (if Tenant is Exhibit B to the only tenant in Lease, multiplied by a fraction, having as its numerator the Building and additional security is required because number of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of rentable square feet contained within the portion of the Leased Premises in questionso occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. COMMENCEMENT DATE" The “Commencement Date” of the Lease Term shall be upon Landlord’s Substantial Completion of Landlord’s Improvement Work. As used herein, the term “Substantial Completion” shall mean the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially Leased Premises are (i) completed in accordance with Paragraph 3.Bthe Final Approved Plans and Specifications (which shall be evidenced by the Temporary Certificate of Occupancy, which permits the conduct of Tenant’s Permitted Use or if Tenant is the cause of a Certificate of Occupancy not being issued, the completion of Landlord’s Improvement Work for the Temporary Certificate of Occupancy is confirmed by a Certificate of Substantial Completion provided by the Project Architect); (bii) sixty free from any and all mechanics’ lien claims arising out of all work in connection therewith (60other than claims filed as a result of bona fide disputes between Northern Builders and its subcontractors or material suppliers which Northern Builders is diligently contesting and which Landlord indemnifies and holds Tenant harmless from and against any such mechanics’ lien claims); and (iii) sufficiently completed and free from construction defects so that Tenant is able to occupy the Leased Premises for the Permitted Use (notwithstanding Punch List Items). “Punch List Items” means uncompleted or improperly completed items of the Landlord Improvement Work or the Leased Premises which in the aggregate do not materially interfere with Tenant’s Permitted Use and occupancy of the Leased Premises for the conduct of the Permitted Use and which Landlord will have completed no later than thirty (30) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 the Commencement Date. Landlord shall from time acknowledges that Tenant is relocating its business operations to time during construction on the Premises provide Tenant with from its current location at least sixty ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (60) days prior written notice “Existing Space”), that Tenant’s lease of the anticipated substantial completion date of each full floor portion Existing Space is expiring and that the Tenant needs to vacate and deliver possession of the Premises, and a second written notice on Existing Space as soon as possible. In the event that Tenant fails to deliver possession by the date which it claims as six (6) weeks following issuance of a building permit by the actual substantial completion date Village of each such floorLake Bluff (the “Outside Date”), the Tenant will incur significant damages, including, but not limited to, holdover rent. After Accordingly, in the actual substantial completion date asserted event that the Substantial Completion of Landlord’s Improvement Work is not achieved by Landlord for any floor of the PremisesOutside Date, upon five (5) business days prior written notice to Landlord, then Tenant shall be entitled to take possession one (1) day abatement of such floor Base Rental for every one (1) day after the Outside Date until Substantial Completion. Landlord shall notify Tenant twenty (20) days prior to the date it anticipates the Improvements will be Substantially Completed. In the event that there is a dispute as to whether or not the Improvements are Substantially Completed, the dispute shall be resolved by the Project Architect who prepared the Approved Plans and occupy it for Tenant's business without chargeSpecifications. Lessee’s acceptance in writing of the Improvements shall be deemed conclusively to establish that the Improvements have been Substantially Completed in accordance with the Final Approved Plans and Specifications, except for Landlord's ascertainable out-of-pocket costs for those services specified in Paragraphs 8.A.(i) any Punch List Items noted by Tenant and (iii) latent defects. Notwithstanding the foregoing, as promptly as practicable following the date Tenant takes possession, Landlord and 8.A.(x) (if Tenant is shall enter into an appropriate amendment to this Lease to document the only tenant in the Building Commencement Date and additional security is required because of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession expiration date of the portion Lease Term of the Premises in questionLease.

Commencement Date. COMMENCEMENT DATE" The Term of the Lease shall mean commence ("Commencement Date") on the last to occur first day of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) first full month following the date on which Landlord has secured all necessary certificatesthe Premises are Substantially Complete (as hereinafter defined) except that if Substantial Completion occurs on the first day of a month, authorizationsthat date shall be the Commencement Date, permits and approvals customarily given the Lease shall continue in full force and effect for occupancy the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Premises shall be deemed to be "Substantially Complete" on the earliest of the date on which: (1) Landlord files or causes to be filed with the City in which the Premises from are located (if required) and delivers to Tenant an architect's notice of substantial completion, or similar written notice that the applicable governmental authoritiesPremises are substantially complete, provided that (2) Tenant commences business operations in the Premises, or (3) a certificate of occupancy is allowed to occupy issued for the Premises. If and to Landlord shall arrange for the extent that construction of certain Tenant Delay Improvements (as defined in the Work Letter) shall be ), if any, in accordance with and subject to the sole cause of delay terms of the Work Letter attached hereto as EXHIBIT B. Tenant shall, upon demand after delivery of the Premises to Tenant, execute and deliver to Landlord a Commencement Date to a date subsequent to that on which Memorandum in the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding form attached hereto as EXHIBIT C acknowledging (i) the foregoing definition of Commencement Date, (ii) the Commencement Date for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion final square footage of the 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 any necessary adjustments to 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 PremisesBase Rent, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premisesrental adjustments, 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 chargeBuilding Share or Tenant's Site Share as provided in Section 1.1 above, 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 Tenant's acceptance of the portion Premises. If the Premises are not Substantially Complete on the Estimated Commencement Date, this Lease shall remain in effect, Landlord shall not be subject to any liability, and the Commencement Date shall be delayed until the date the Premises are Substantially Complete. Tenant acknowledges that it has had an adequate opportunity to inspect and investigate all matters relevant to the Premises, using experts and other qualified professionals, and that Tenant has determined that the Premises are acceptable for Tenant's use. Tenant further acknowledges that, except to the limited extent, if any, specifically provided in this Lease, neither Landlord nor any broker or agent has made any representations or warranties in connection with the physical condition of the Premises in questionor their fitness for Tenant's use upon which ▇▇▇▇▇▇ has relied directly or indirectly for any purpose.

Commencement Date. COMMENCEMENT DATE" The Term of the Lease shall mean commence ("Commencement Date") on the last to occur first day of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) first full month following the date on which Landlord has secured all necessary certificatesthe Premises are Substantially Complete (as hereinafter defined) except that if Substantial Completion occurs on the first day of a month, authorizationsthat date shall be the Commencement Date, permits and approvals customarily given the Lease shall continue in full force and effect for occupancy the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Premises shall be deemed to be "Substantially Complete" on the earliest of the date on which: (1) Landlord files or causes to be filed with the City in which the Premises from are located (if required) and delivers to Tenant an architect's notice of substantial completion, or similar written notice that the applicable governmental authoritiesPremises are substantially complete, provided that (2) Tenant commences business operations in the Premises, or (3) a certificate of occupancy is allowed to occupy issued for the Premises. If and to Landlord shall arrange for the extent that construction of certain Tenant Delay Improvements (as defined in the Work Letter) shall be ), if any, in accordance with and subject to the sole cause of delay terms of the Work Letter attached hereto as Exhibit "B". Tenant shall, upon demand after delivery of the Premises to Tenant, execute and deliver to Landlord a Commencement Date to a date subsequent to that on which Memorandum in the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding form attached hereto as Exhibit "C" acknowledging (i) the foregoing definition of Commencement Date, (ii) the Commencement Date for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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 final square footage of the Premises, and a second written notice (iii) Tenant's acceptance of the Premises. If the Premises are not Substantially Complete on the Estimated Commencement Date, this Lease shall remain in effect, Landlord shall not be subject to any liability, and the Commencement Date shall be delayed until the date the Premises are Substantially Complete. Tenant has determined that the Premises are acceptable for Tenant's use and Tenant acknowledges that, except as set forth in the Work Letter, neither Landlord nor any broker or agent has made any representations or warranties in connection with the physical condition of the Premises or their fitness for Tenant's use upon which Tenant has relied directly or indirectly for any purpose. Notwithstanding the foregoing, if Landlord has not delivered the Premises to Tenant with Substantial Completion of the Tenant Improvements by the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor is six (6) months after Tenant's approval of the PremisesConstruction Drawings pursuant to Section 1 of the Work Letter, subject to any delays caused by Force Majeure and Tenant Delays, then Tenant shall have the right to terminate this Lease upon five thirty (530) business days prior written days' notice to Landlord; provided, however, that if upon such 30-day notice Landlord can substantially complete the Tenant Improvements within ten (10) days of such notice, Landlord shall notify Tenant of Landlord's ability to so complete the Tenant Improvement work and Tenant shall be entitled have no right 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 questionterminate this Lease.

Commencement Date. COMMENCEMENT DATE" Upon the Effective Date, the terms and provisions hereof shall mean the last to occur of (a) the date be fully binding on Landlord and Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant prior to the Tenant Improvement Plans; and (c) occurrence of the date Commencement Date. The Term of this Lease shall commence on which the Commencement Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy does not tender possession of the Premises from to Tenant on or before the applicable governmental authoritiesScheduled Delivery Date, provided 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 in the condition required by Article 4. No failure to tender possession of the Premises to Tenant on or before the Scheduled Delivery Date shall affect any other obligations of Tenant hereunder; provided, however, that if Landlord fails to tender possession of the Premises to Tenant is allowed to occupy the Premises. If and on or before September 1, 2000, then, except to the extent that caused by Unavoidable Delays, Tenant Delay (as defined in the Work Letter) shall be the sole cause receive for each day of delay of 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 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 . The Base Building Work shall be deemed to be such earlier "Substantially Complete" upon the date by which 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 would will have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner obtained) all necessary permits and Tena▇▇'▇ ▇pace Planner are unable to agree as approvals from Governmental Authorities with respect to the date of such substantial completion of the 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 Base Building as described in Paragraph 3.B. and a second written notice on the date which Landlord claims as the actual substantial completion date Work required for the Premises which shall be sixty days prior to 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 legal occupancy of the Premises in questionfor the Permitted Use (subject to Substantial Completion by Tenant of the Initial Installations). Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates.

Commencement Date. COMMENCEMENT DATE" Upon the Effective Date, the terms and ----------------- provisions hereof shall mean the last to occur of (a) the date be fully binding on Landlord and Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant prior to the Tenant Improvement Plans; and occurrence of the Commencement Date (cas hereinafter defined). The Term of this Lease shall commence on that date (the "Commencement Date") which is the later of the (i) "Scheduled Commencement Date" specified in Article 1, or (ii) date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy any portion of the Premises from comprising at least a full floor is deemed Ready for Occupancy (as such term is defined in the applicable governmental authoritiesWorkletter Agreement (as hereinafter defined)). Unless sooner terminated as hereinafter provided, the Term shall end on the "Expiration Date" specified in Article 1. 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 each such Floor is tendered to Tenant in its Ready for Occupancy condition. If Landlord does not tender possession of all or any portion of the Premises to Tenant on or before 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 Tenant shall not 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 in its Ready for Occupancy condition, unless the delay in tendering possession of the Premises to Tenant is allowed to occupy the Premises. If and to the extent that caused by "Tenant Delay (Delays" as defined in the Work Letter) Workletter Agreement. If any such delay in Landlord's tendering possession of the Premises to Tenant is caused by Tenant Delays, then Tenant 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 liable for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 Rent commencing on the date which Landlord claims as the actual substantial completion date for would have been able to tender possession of the Premises to Tenant with the Premises in its Ready for Occupancy condition had there not occurred Tenant Delays. No failure to tender possession of the Premises to Tenant on or before the Scheduled Commencement Date shall in any way affect any other obligations of Tenant hereunder; 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 sixty days prior to extended one (1) day for each day of Tenant Delays, then Tenant shall have 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. After the actual substantial completion date asserted by Landlord for any floor of the Premisesright, upon five (5) business days prior written notice to Landlord, to terminate this Lease, unless, prior to the Termination Date specified in Tenant's Termination Notice, Landlord tenders possession of the Premises to Tenant in their Ready for Occupancy condition. If Tenant 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 (as hereinafter defined) paid for by Tenant prior to the effective date of termination. Once all four (4) floors of the Premises have been delivered and the Commencement Date has been determined, Landlord and Tenant shall be entitled execute an amendment to take possession this Lease stating the Commencement Date, the Expiration Date and the dates Fixed Rent commenced for each of the four (4) floors comprising the Premises, but any failure to execute such an amendment shall not affect the determination of such floor dates hereunder. Tenant shall have the right, prior to the Commencement Date, to enter the Premises for purposes of planning, constructing and occupy it for installing Tenant's business furnishings and equipment in the Premises, including, without chargelimitation, except for 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 ascertainable out-of-pocket costs for those services specified in Paragraphs 8.A.(i) construction of the Improvements and (iiib) Tenant's entry shall be subject to such safety procedures and 8.A.(x) (if 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 is hereby assumes the only tenant entire risk of damage of, or injury to, any of Tenant's furniture, furniture systems or equipment installed or placed in the Building and additional security is required because of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the any portion of the Premises in questionby Tenant prior to the Commencement Date.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) The Commencement Date of this Lease is the date set forth in the Schedule; provided, however, that if the Substantial Completion Date (as defined in the Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; Improvement Agreement attached hereto as Exhibit C) does not occur on or before July 1, 2005 for any reason, then (a) this Lease shall not be void or voidable by either party, (b) sixty (60) days after the date Landlord shall not be liable to Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; for any loss or damage resulting therefrom, and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of Commencement Date shall be revised to mean the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the PremisesSubstantial Completion Date. If and only if the Commencement Date is adjusted pursuant to the extent 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 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, 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 occurs within said five (5) business day period; provided, however, that the Premises Delivery Deadline shall be extended by the number of days that the Premises Delivery Date is delayed due to any Force Majeure Delay (as defined below) or any delay in receiving any required permits to construct the Tenant Improvements or any Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay Section 3.3 of the Commencement Date Tenant Improvement Agreement). In the event of such cancellation by Tenant, neither party shall have any obligations to a date subsequent the other under this Lease, except for obligations that survive the expiration or earlier termination of this Lease, and Landlord shall promptly return to that on which Tenant 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 Lease Deposit. For purposes of this Lease shall be deemed to be such earlier date as Lease, the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for term “Force Majeure Delay” means any floor of the Premises, 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 delay attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises Force Majeure (as defined in questionSection 12.3 below).

Commencement Date. COMMENCEMENT DATE" The Lease shall mean the last to occur of (a) commence on the date specified in Section 1(b), or on such earlier or later date as may be specified by written notice delivered by Landlord to Tenant has received the certificate of Architect advising Tenant that the Building has been substantially completed in accordance with Paragraph 3.B; Premises are ready for possession and specifying the Commencement Date, which shall not be less than _____ (b) sixty (6030 if not completed) days following the date of such notice. If Tenant occupies the Premises before the Commencement Date specified in Section 1(b), then the Commencement Date shall be the date of occupancy. If Landlord acts diligently to make the Premises available to Tenant, neither Landlord nor any agent or employee of Landlord shall be liable for any damage or loss due to Landlord's inability or failure to deliver possession of the Premises to Tenant as provided in this Lease EXCEPT IF SUCH FAILURE RESULTS FROM LANDLORD'S NEGLIGENCE. The Termination Date shall be modified upon any change in the Commencement Date so that the length of the Lease term is not changed. If Landlord does not deliver possession of the Premises to Tenant within THIRTY (30) days (60 if not completed) after the date specified in Section 1(b), Tenant has received may elect to cancel this Lease by giving written notice to Landlord within 30 days after such time period ends. If Tenant gives such notice, the certificate of Landlord's Space Planner Lease shall be canceled, all prepaid rent and of Tenant's Space Planner that the Premises security deposits shall be refunded to tenant, and neither Landlord nor Tenant shall have been substantially completed pursuant any further obligations to the Tenant Improvement Plans; and (c) the date other. The first "Lease Year" shall commence on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay of the Commencement Date to a and shall end on the date subsequent to that on which is twelve (12) months from the end of the month in which the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding occurs. Each successive Lease Year during the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease initial term and any LEASE AGREEMENT (SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET) (CONTINUED) extension terms shall be deemed to be such earlier date as twelve (12) months, commencing on the Commencement Date would have occurred had such Tenant Delay not occurred. If first day following the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion end of the entire Premisespreceding Lease Year, such matter except that the last Lease Year 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 end on the date which Landlord claims as the actual substantial completion date for the Premises which shall be sixty days prior to the Commencement Termination 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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. COMMENCEMENT DATE" shall mean Upon the last to occur of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 Effective Date, the Commencement Date for all purposes terms and provisions hereof shall be fully binding on Landlord and Tenant. The Term of this Lease shall be deemed commence on the Commencement Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender possession of the Premises to be such earlier date as Tenant on or before the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire Premisesor any other particular date, such matter shall be determined in accordance with Paragraph 3.E. hereof. for any reason whatsoever, Landlord shall provide Tenant with at least sixty (60) days prior written notice of not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and 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 Term shall be sixty days prior to not commence until the Commencement Date. Landlord shall from time be deemed to time during construction on have tendered possession of the Premises provide to Tenant with at least sixty (60) days prior written 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. No failure to tender possession of the anticipated substantial completion date Premises to Tenant on or before the Commencement Date shall affect any other obligations of each full floor portion Tenant hereunder. For purposes of determining whether Tenant has accepted possession of the Premises, and a second written notice on Tenant shall be deemed to have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the date which it claims as Premises and/or commences construction, except to the actual substantial completion date extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of each such floor. After the actual substantial completion date asserted by Landlord for any floor foregoing without being deemed to have accepted possession of the Premises. Notwithstanding anything set forth in this Section 2.2 to the contrary and without triggering any obligation to pay Fixed Rent, upon five (5) business days prior written notice Landlord shall grant Tenant access to Landlordthe Premises on November 1, 2009 for purposes of installing Tenant’s furniture, fixtures and equipment. Tenant understands and acknowledges that at the time of such early entry the Initial Installations as described in the Work Letter may not be Substantially Complete, and that Tenant shall be entitled to take possession of coordinate such floor early entry with both Landlord’s facility management team and occupy it for Tenant's business without chargewith the Contractor, 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 abide by all reasonable safety requirements of the portion Contractor and to use its reasonable efforts to not delay or impede performance of the Premises in questionInitial Installations.

Commencement Date. COMMENCEMENT DATE" The Commencement Date shall mean the last to occur of (a) be the date Tenant has received provided in Item 5 of the certificate Basic Lease Provisions. If this Lease is executed before the Premises become vacant or otherwise available or if any present tenant or occupant of Architect the Premises holds over, and Landlord cannot acquire possession of the Premises in time to deliver them by the Commencement Date, this Lease shall not be void or voidable, and Landlord shall not be deemed to be in default hereunder, nor shall Landlord be liable for any loss or damage directly or indirectly arising out of or resulting from such holdover, provided that in the event that the Building has been substantially completed in accordance with Paragraph 3.B; (b) actual date of commencement is more than sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy provided in Item 5 of the Premises from the applicable governmental authoritiesBasic Lease Provisions (subject to force majeure delays and any delays caused by Tenant, provided that its agents, employees or contractors), Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the entitled, as its sole cause of delay of and exclusive remedy, to a rent credit equal to one day's Base Rent for each day that the Commencement Date to a date subsequent to that on which the Commencement Date would have occurred had is delayed beyond such Tenant Delay not occurred, then notwithstanding the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 day period. In the event that the actual date of commencement is more than one (1) year after the date that this Lease is fully executed (subject to force majeure delays and any delays caused by Tenant, its agents, employees or contractors), Tenant shall be entitled, as its sole and exclusive remedy, to terminate this Lease upon written notice to Landlord given within thirty (30) days after the expiration of such one (1) year period (but in any event prior to the date that Landlord delivers possession of the anticipated substantial completion Premises with Landlord's Work substantially complete). Except as set forth herein, Tenant agrees to accept possession of the entire Premises and Building at such time as described in Paragraph 3.B. and a second written notice on Landlord is able to tender the same, which date which Landlord claims as the actual substantial completion date for the Premises which shall thenceforth be sixty days prior to deemed 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. After the actual substantial completion date asserted by Landlord for any floor of the PremisesCommencement Date, Tenant shall, upon five (5) business days prior written notice demand, execute and deliver to Landlord, Tenant shall be entitled to take possession Landlord a letter 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 acceptance of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion delivery of the Premises in questionspecifying the Commencement Date. 1.4.

Commencement Date. COMMENCEMENT DATE(a) The term of this Lease shall be the period specified in Section "1.2" hereof as the "Lease Term". The "Rent Commencement Date" of this Lease shall mean commence on the last to occur earlier of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; opening for business or (b) sixty six (606) days 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 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 opened for business. Landlord will complete Landlord's Work when Tenant has received the certificate of completed such work to enable Landlord to complete its work. If Landlord's Space Planner and Work is not substantially complete by the end of the six (6) month period, not due to Tenant's Space Planner that fault, the Premises have been Rent Commencement Date, shall be extended until Landlord's Work is substantially completed pursuant complete. If Tenant's building is not complete by the Rent Commencement Date, Tenant shall commence paying rent and all other charges subject to the Tenant Improvement Plans; provisions of this Section 3.1 (a) and (c) 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 on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of provided in Section 3.3(a) below, (b) Upon the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 Rent Commencement Date, the Tenant shall (i) be obligated to commence payment of Minimum Rent, Additional Rent and all other charges required to be paid by the Tenant under this Lease, all of which shall be deemed to be additional rent and (ii) be required to perform all obligations required to be performed by the Tenant under the terms of the Lease (in addition to the obligations required to be performed by the Tenant prior to the Rent Commencement Date).  (c) As soon as may be convenient after the Rent Commencement Date for all purposes has been determined, Landlord and Tenant agree to join with each other in the execution of a Commencement Certificate, in the form set forth on Exhibit "C". The Rent Commencement Date and specified term of this Lease shall be deemed to be such earlier date as the stated in said Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionCertificate.

Commencement Date. COMMENCEMENT DATE" shall mean Upon the last to occur of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 Effective Date, the Commencement Date for all purposes terms and provisions of this Lease 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 Space Planner fully binding on Landlord and Tena▇▇'▇ ▇pace Planner are unable to agree as Tenant, including prior to the date occurrence of such substantial completion of the 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 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. If Landlord does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall from time to time during construction on not be liable for any damage thereby caused, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises provide Tenant with at least sixty (60) days prior written notice to Tenant. Landlord shall be deemed to have tendered possession of the anticipated substantial completion date Premises to Tenant upon the giving of each full floor portion notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. No failure to tender possession of the Premises, and a second written notice Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the date Commencement Date (or the Rent Commencement Date) for (i) any delay in the tender of possession to Tenant which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted results from any Tenant Delay or (ii) any delays by Landlord for in the performance of any floor Punch List Items related to the 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. Notwithstanding anything to the Premisescontrary contained in this Lease, upon five Tenant and Landlord hereby agree that if the Commencement Date shall not have occurred within nine (59) business days prior months following the Effective Date, as may be extended by Unavoidable Delays and Tenant Delays, Tenant may terminate this Lease by giving written notice to LandlordLandlord in which case this Lease shall terminate and neither party shall have any further liability to the other except (i) those obligations expressly intended to survive the termination of this Lease, 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 (iiiii) and 8.A.(x) (if an obligation on the part of Landlord to return to 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 questionany amounts deposited by Tenant under this Lease.

Commencement Date. COMMENCEMENT DATE" The Term of the Lease shall mean commence ("Commencement Date") on the last to occur first day of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) 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, that date shall be 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 Premises shall be deemed to be "Substantially Complete" on the earliest of the date on which: (1) Landlord has secured delivers to Tenant an architect's notice of substantial completion, or similar written notice that the Premises are substantially complete and, if required, 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 the Premises, or (2) Tenant first occupies all necessary certificates, authorizations, permits and approvals customarily given for occupancy or any portion of the Premises from (except for initial fixturing and installation and testing of telecommunications and data processing systems as provided for in Section 25 below). Landlord shall arrange for the applicable governmental authorities, provided that construction of certain Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay Improvements (as defined in the Work Letter) shall be Letter attached hereto as Exhibit B), if any, in accordance with and subject to the sole cause of delay terms of the Work Letter. Tenant shall, upon demand after delivery of the Premises to Tenant, execute and deliver to Landlord a Commencement Date to a date subsequent to that on which Memorandum in the Commencement Date would have occurred had such Tenant Delay not occurredform attached hereto as Exhibit C, then notwithstanding acknowledging (i) the foregoing definition of Commencement Date, (ii) the Commencement Date for all purposes final square footage of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire time 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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) 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 8.A.(x) (if delays caused by Tenant's action or failure to act, this Lease shall remain in effect, Landlord shall not be subject to any liability, and the Commencement Date shall be delayed until the date the Premises are Substantially Complete. Tenant is has determined that the only tenant in the Building Premises are acceptable for Tenant's use and additional security is required because of TenaTenant acknowledges that, except as may be expressl▇ ▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of rwise provided in this Lease, neither Landlord nor any broker or agent has made any representations or warranties in connection with the portion physical condition of the Premises in questionor their fitness for Tenant's use upon which Tenant has relied directly or indirectly for any purpose.

Commencement Date. COMMENCEMENT DATE" Landlord and Tenant shall mean the last use their best efforts to occur of (a) the date Tenant has received the certificate of Architect that complete the Building has been substantially completed and the Initial Tenant Improvements in accordance with Paragraph 3.B; (b) sixty (60) days after Exhibit D hereto on the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the PremisesTarget Commencement Date or as soon thereafter as practicable. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay The determination of the Commencement Date with respect to a date subsequent to that the Initial Premises shall depend on which contractor is selected to construct the Initial Tenant Improvements. If Tenant selects the contractor engaged by Landlord to construct the shell and core of the Building (the "Shell and Core Contractor"), Landlord shall use its commercially reasonable best efforts to cause the Commencement Date to occur by May 21, 1999. If the Shell and Core Contractor's bid is the lowest received by Tenant for the construction of the Tenant Improvements, or is within two percent (2%) of the lowest bid received, and Tenant chooses a contractor other than the Shell and Core Contractor, the Commencement Date shall be deemed to occur on the date that it otherwise would have occurred had the Shell and Core Contractor been chosen to construct the Initial Tenant Improvements (as reasonably determined based on the Shell and Core Contractor's proposed schedule included in its tenant work bid.) If the Shell and Core Contractor is not the lowest bidder or within two percent (2%) of the low bidder, and Tenant chooses such low bidder, the Commencement Date shall be deemed to occur on the earlier of (i) the date five (5) weeks after that date that it otherwise would have occurred had the Shell and Core Contractor been chosen to construct the Initial Tenant Improvements (as reasonably determined based on the Shell and Core Contractor's proposed schedule included in its tenant work bid), or (ii) the date the Commencement Date would otherwise occur pursuant to the following paragraph. All of the foregoing dates are subject to the delay provisions contained in Section 3(d) below. The contractor so selected to construct the Tenant Improvements shall be hereinafter referred to as the "Tenant Improvements 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 occurred had such been able to so deliver the entire Premises to Tenant but for Tenant Delay not occurred(defined below). Subject to Tenant Delay or other causes beyond Landlord's control, then notwithstanding Landlord shall use its best efforts to deliver the foregoing definition of Commencement DatePremises to Tenant no later than the completion date specified in the 30 Day Notice. Notwithstanding the foregoing, the Commencement Date for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as with respect to the date of such substantial completion of the 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 Initial Premises and Building as described in Paragraph 3.B. and a second written notice on the date which Landlord claims as Tenant first occupies the actual substantial completion Initial Premises for normal business operations, if such date is earlier than the dates described above. The Commencement Date shall not be deemed to occur until the following conditions shall have been satisfied by Landlord: (1) The utility and other systems servicing the Building and necessary for the operation of the Building or Tenant's occupancy and full enjoyment of the Initial Premises (such as elevators, plumbing, heating, ventilating, air conditioning, electrical and security systems) shall be completed and in good order and operating condition except for (A) details of construction, decoration and mechanical adjustments which do not materially interfere with Tenant's use of the Initial Premises, and (B) any part thereof the non-completion of which shall be sixty days prior due to Tenant Delay; (2) Landlord (A) shall have obtained a temporary Certificate of Occupancy for the Initial Premises, or (B) would have been entitled to the Commencement Date. Landlord shall from time to time during construction on issuance of a temporary Certificate of Occupancy for the Premises provide Initial Premises, but for Tenant with at least sixty Delay; (603) days prior written notice The lobby of the anticipated substantial completion date Building and the entrances and public portions (including the garage), stairways, corridors and elevators (including freight elevators) of each full floor portion the Building, shall have been finished (except for details of construction, decoration and mechanical adjustments which do not materially detract from the appearance of such areas or materially interfere with their use for normal purposes) and shall be in a clean and orderly condition affording reasonable access to all portions of the Initial Premises, or would be in such condition but for Tenant Delay; and (4) The exterior of the Building (including the installation of glass therein) shall have been completed except for (A) minor portions thereof which in the aggregate do not materially affect Tenant's use of the Premises, and a second written notice on (B) any part thereof the date non-completion of which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled due 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 questionDelay.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant Notwithstanding anything to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined contrary contained 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 DateLease, the Commencement Date for all shall be the date which is thirty-eight (38) days prior to the date of substantial completion of Landlord's Work (other than the "punchlist" items as set forth in Section 1.6 of Exhibit D to the Lease). For purposes of this Lease determining 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 such earlier the date as the Commencement Date that substantial completion of Landlord's Work would have occurred had but for any Tenant Delay that occurs after the date of this First Amendment (i.e., for each day of such Tenant Delay not occurred. If the date of substantial completion of Landlord's Space Planner Work shall be moved forward by one (1) day and Tena▇▇'▇ ▇pace Planner are unable to agree as specifically excluding any claim of Tenant Delay arising prior to the date of such substantial completion this First Amendment pursuant to the releases provided in Section 4 of the entire Premises, such matter shall be determined in accordance with Paragraph 3.E. hereofthis First Amendment below). Landlord shall provide Tenant with at least sixty (60) days prior written notice to Tenant promptly upon the occurrence of the anticipated substantial completion of Landlord's Work as set forth above (the entire "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 Building as described in Paragraph 3.B. pursuant to Section 1.6 of Exhibit D to the Lease. All Basic Rental and a second written notice ▇▇▇▇▇▇'s Proportionate Share of the Estimate of the Direct Costs for the period commencing on the date which 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 claims as including pursuant to Article 1(J) of the actual substantial completion date for the Premises which Lease) shall be sixty days prior due and payable by Tenant to 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon within five (5) business days prior written notice to Landlord, Tenant shall be entitled to take possession after ▇▇▇▇▇▇'s receipt of such floor and occupy it for Tenant's business without charge, except for the 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 questionWork Completion Notice.

Commencement Date. COMMENCEMENT DATE" shall mean Subject to Sections l.C and ▇.▇ below, the last to occur of commencement date (a“Commencement Date”) for this Lease is the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined set forth in the Work Letter) shall be Schedule. Notwithstanding the sole cause of delay of the Commencement Date foregoing, if Landlord fails 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled to take deliver 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 consisting of Building C to Tenant on or before the Commencement Date vacant and otherwise in questionthe condition required hereunder for any reason, then (i) this Lease shall not be void or voidable by either party, (ii) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (iii) the Commencement Date with respect to the portion of the Premises consisting of Building C shall be revised to mean the date on which Landlord delivers possession of Building C to Tenant vacant and otherwise in the condition required 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 subordinate in all respects to (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 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 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 event that the term of the AMMAT Lease with respect to Building C is not extended as provided in subpart (i) or (ii) hereof for any 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 condition required hereunder within ninety (90) days after the estimated Commencement Date for Building C set forth in Item 10 of the Schedule, then Tenant may, by written notice to Landlord, terminate this Lease with respect to Building C only. Upon any such termination. Landlord shall promptly return to Tenant S 146,696.30 representing the portion of the Initial 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, 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 deleted, “Premises” and “Building” shall not include Building C, and the square footage, the Base Rent and other rental amounts, Tenant’s Proportionate Share, the number of parking spaces, the Initial Security Deposit and other similar amounts shall be proportionately reduced.

Commencement Date. COMMENCEMENT DATE" Except as otherwise set forth herein, the “Commencement Date” shall mean the last to occur of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant on November 1, 2010. Prior to the Tenant Improvement Plans; Commencement Date, Seller shall have no obligation to sell and (c) deliver Product and Buyer shall have no obligation to purchase and accept Product: provided, however, the date on which Landlord has secured all necessary certificates, authorizations, permits Parties may mutually agree to sell and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed purchase Product prior to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay of the Commencement Date on the terms and conditions of this Contract but in no event will Buyer have an obligation to a purchase the minimum Monthly quantity requirement of Product (set forth below). Seller shall keep Buyer informed of Seller’s projected completion date subsequent for the propylene production facility. Prior to that Commencement Date. Seller shall have the option on which up to two occasions to delay the Commencement Date would have occurred had Date: provided however, Seller shall notify Buyer of any such Tenant Delay not occurred, then notwithstanding the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire Premises, such matter shall be determined in accordance with Paragraph 3.E. hereof. Landlord shall provide Tenant with delay by providing at least sixty ninety (6090) days prior written notice to Buyer. In no event shall the Commencement Date be delayed beyond January 1, 2011 except for the occurrence a Force Majeure Event as provided below. If Seller sends a notice extending the Commencement Date, then the new date set forth in such notice shall for all purpose be the “Commencement Date”. The Commencement Date shall be subject to extension due to a Force Majeure Event. In the event the Seller is unable to commence deliveries of Product to Buyer under this Contract on the anticipated substantial Commencement Date, then until the completion of the entire Premises construction of Seller’s propylene plant 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 Seller’s commencement of deliveries required hereunder, Buyer’s sole remedy shall be sixty days prior the right to procure replacement quantities of Product, up to a Monthly quantity of 21.750.000 pounds, and charge Seller with the Commencement Dateadditional costs paid by Buyer for such replacement quantities in excess of the costs that Buyer would have been obligated to pay Seller hereunder. Landlord As to any replacement quantities purchased by Buyer, Buyer shall from time use commercially reasonable efforts to time during minimize the purchase price of such replacement Product. If the completion of the construction on of Seller’s propylene plant and Seller’s commencement of deliveries required hereunder has not occurred by March 31, 2011, and such delay has not been caused by Force Majeure Event(s), then Buyer shall have the Premises provide Tenant right to terminate this Contract by providing Seller with at least sixty thirty (6030) days prior written notice, which notice must be provided, if at all, prior to the completion of the anticipated substantial completion date construction of each full floor portion Seller’s propylene plant and Seller’s commencement of the Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 deliveries required because of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in questionhereunder.

Commencement Date. COMMENCEMENT DATE" The Commencement Date shall mean be at the last later to occur of of: (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; The Delivery Date, or (b) sixty (60) days after the date Tenant has received Substantial Completion Date, as defined in Section 3.2(d). Notwithstanding the certificate foregoing, if Tenant’s personnel shall occupy all or any part of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed for the conduct of its business prior to the Commencement Date as determined pursuant to the Tenant Improvement Plans; and (c) the preceding sentence, such date on which Landlord has secured all necessary certificatesof occupancy shall, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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, be the Commencement Date. At least twenty-one (21) days before the projected Substantial Completion Date, Tenant and its contractors shall have access to the Premises for the purposes of installing its furniture, fixtures, equipment and cabling in preparation for Tenant’s occupancy of the Premises. In connection with such access, Tenant agrees (i) to cease promptly upon notice from Landlord any activity or work which has not been approved by Landlord (where such approval is required) or is not in compliance with the provisions of this Lease or which shall interfere with or delay the performance of Landlord’s Premises Work, and (ii) to comply and cause its contractors to comply promptly with all reasonable procedures prescribed by Landlord from time to time for coordinating any work of Tenant with the performance of Landlord’s Premises Work and with any other activity or work in the Building, including, without limitation, the use of labor which shall work in harmony with all other contractors performing work at the Building. Such access by Tenant shall be deemed to be such earlier date subject to all of the applicable provisions of this Lease as if the Commencement Date would have occurred had such occurred, except that (i) there shall be no obligation on the part of Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date solely because of such substantial completion of the 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 access to pay any Annual Fixed Rent or Additional Rent for the Premises which shall be sixty days Taxes or Operating Costs for any period prior to the Rent 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5ii) business days prior written notice to Landlord, Tenant shall not be entitled deemed thereby to take have taken or accepted 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 questionor any portion thereof. If Tenant fails or refuses to comply or cause its contractors to comply with any of the obligations described or referred to above, then immediately upon notice to Tenant, Landlord may revoke Tenant’s rights of access to the Premises until the Commencement Date.

Commencement Date. COMMENCEMENT DATE" (a) The term of this Lease and the estate hereby granted (the “Lease Term”) shall mean commence on the last date that Landlord 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 the date that is [***] following the later to occur of (ax) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; hereof and (cy) the date on which the Plans and Specifications are finalized and approved by Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy Tenant in accordance with the terms of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay Work Letter (as defined in the Work Letter) such date shall be extended on a day for day basis for Force Majeure and Tenant Delay, the “Anticipated Delivery Date”), then the Rent Commencement Date shall be postponed by (i) [***] for each day that occurs during the period commencing on the day immediately following the Anticipated Delivery Date to but not including the earlier to occur of (A) [***] and (B) the date that is [***] after the Anticipated Delivery Date, and (ii) [***] for each day that occurs during the period commencing on the [***] after the Anticipated Delivery Date to but not including the Commencement Date, 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 of delay of the Commencement Date to a date subsequent occur prior to that on which the Anticipated Delivery Date and Landlord shall keep Tenant reasonably apprised of any anticipated delay in the Substantial Completion of the Base Work. The foregoing is intended to be “an express provision to the contrary” under Section 223¬a of the New York Real Property Law or any successor statute of similar import. If Tenant occupies all or any portion of the Premises prior to 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 specified above for the Premises which shall be sixty days 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 from time to time during construction be extended on the Premises provide Tenant with at least sixty a day-for-day basis for Force Majeure (60but in no event shall such Force Majeure extension exceed ninety (90) days prior 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 anticipated substantial completion date of each full floor portion of essence. If Tenant does not deliver Tenant’s Termination Notice within the Premisesaforesaid ten (10) day period, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, then Tenant shall be entitled deemed to take possession 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 such floor Tenant’s Termination Notice (time being of the essence 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▇▇'▇ ▇ccupancyForce Majeure notwithstanding), which in each case are directly attributable then this Lease shall cease and come to Tena▇▇'▇ ▇ossession an end without further liability or obligation on the part of either party; provided, however, if Landlord shall cause the portion Commencement Date to occur within thirty (30) days after receipt of the Premises in questionTenant’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. COMMENCEMENT DATE" Commencement Date shall be defined to mean the last earliest to occur of the following: (ai) the date Tenant has received the certificate commences occupancy under this Lease 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy any portion of the Premises from for the applicable governmental authoritiesconduct of its business; or (ii) the Estimated Commencement Date specified in section C.4. of the Information Sheet. If for any reason Landlord does not or cannot deliver possession of all or any portion of the Premises to Tenant by the Estimated Commencement Date, Landlord shall not be subject to any liability therefore, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder, provided that Tenant is allowed to occupy such delay does not exceed thirty (30) days from the Premises. If and to the extent that Tenant 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 Estimated Commencement Date, the Commencement Date for all purposes of this Lease but in such case, Tenant shall not be deemed obligated to be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to pay any Monthly Rent hereunder, until the date of such substantial completion of the entire Premises, such matter shall be determined in accordance with Paragraph 3.E. hereof. that Landlord shall provide Tenant with at least sixty (60) days prior written notice of the anticipated substantial completion delivers possession of the entire Premises and Building as described in Paragraph 3.B. and a second written notice on the to Tenant (which date which Landlord claims as the actual substantial completion date for the Premises which shall then be sixty days prior to deemed the Commencement Date). Landlord No such delay or adjustment in the Commencement Date shall from time to time during construction on alter the Premises provide Tenant with at least sixty (60) days prior written notice validity of this Lease or the nature or term of the anticipated substantial completion obligations of Tenant hereunder, nor shall any such delay or adjustment cause the expiration date of each full floor this Lease to be later than July 12, 2014. If for any reason Landlord does not deliver possession of all or any portion of the Premises, and Premises to Tenant for a second written notice on period exceeding thirty (30) days from the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to LandlordEstimated Commencement Date, 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 terminate this Lease with respect to Tena▇▇'▇ ▇ossession of the that portion of the Premises not delivered, and its obligations under this Lease shall cease with respect to, such portion of the Premises. Except as set forth in question.the Work Letter with respect to the hanging conference room wall, if Landlord fails to deliver at least ninety percent (90%) of the Premises by the Estimated Commencement Date, Tenant shall be entitled to terminate this Lease in its entirety. If Landlord fails to deliver the Premises in its entirety within ninety (90) days after the Estimated Commencement Date, Tenant shall be entitled to terminate this Lease in its entirety. -5-

Commencement Date. COMMENCEMENT DATE" 2.4.1 Landlord shall mean complete the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed Improvements in accordance with the Plans and Specifications. Landlord's completion of the Tenant Improvements shall be performed by Landlord's contractor selected by Landlord as provided in Paragraph 3.B; 2.3.2 hereof, and the 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 five (b5) sixty 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 achieved. Taking of possession by Tenant 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 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 incomplete Punch List Work and latent defects. Tenant shall notify Landlord of any latent defects in the Tenant Improvements within six (606) months after the Commencement Date or Tenant shall be deemed to have waived any rights on account thereof. Landlord shall correct any latent defects in the Tenant Improvements of which Tenant notifies Landlord in writing within six (6) months after the Commencement Date. With the exception of the Tenant Improvements to be made by Landlord, Tenant acknowledges that the Premises shall be delivered AS IS and that no representations as to the condition of the Premises have been made by Landlord. In the event of any dispute as to whether Substantial Completion has occurred, a certificate of Landlord's architect or general contractor shall be deemed conclusive. If on the Commencement Date, 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 work diligently to complete it within thirty (30) days 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. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of Landlord, which consent shall not be unreasonably withheld. 2.4.2 Notwithstanding anything to the contrary contained herein, in the event that Landlord has not achieved Substantial Completion of the Tenant Improvements within one hundred twenty (120) days after the date of this Lease (subject to extension for Tenant has received the certificate Delay and for events of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant force majeure as provided in Paragraph 6.8), then Tenant shall receive a credit against Base Rent equal to the Tenant Improvement Plans; and number of days of delay multiplied by Four Hundred Dollars (c) $400.00), which credit (the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter"Late Delivery Credit") shall be applied against Base Rent commencing on the sole cause of delay first day 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion third full calendar month of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionLease Term.

Commencement Date. COMMENCEMENT DATE" Unless otherwise provided herein, the Commencement Date and Termination Date shall mean be as set forth in Section 1.3. If the last Landlord is unable to occur give possession of (a) the Premises on the date set forth in Section 1.3 by reason of holding over of any tenant or because construction, repairs, or improvements being made or to be made by Landlord are not substantially completed, the Commencement Date and Termination Date shall be postponed for the period that possession by Tenant has received is delayed for causes other than delays caused by Tenant, but under no circumstances shall Landlord be responsible for direct or consequential damages because of its inability to furnish possession to Tenant by any particular date. If the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days Commencement Date is after the date Tenant has received set forth in Section 1.3, it shall not be later than the certificate of Landlord's Space Planner and of Tenant's Space Planner that date upon which the Premises would have been substantially completed pursuant but for delays caused by Tenant. Should Tenant occupy the Premises prior to the Tenant Improvement Plans; date set forth in Section 1.3, with such early occupancy being in all respects fully approved in writing by Landlord, all terms of this Lease shall then commence and the term of this Lease and the Rental provided herein shall go into effect (c) being prorated if necessary on an actual daily basis for the first month if the Commencement Date is other than the first day of a calendar month). It is mutually agreed that the Commencement Date of the term under such early occupancy shall be the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for Tenant takes occupancy of the Premises from and that the applicable governmental authorities, provided that Tenant is allowed to occupy the PremisesTermination Date stated above shall remain in effect. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay of When the Commencement Date to and Termination Date of the Lease Term have been determined as provided herein, Landlord shall deliver and Tenant shall execute a date subsequent to that on which statement specifying the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding and the foregoing definition of Commencement Date, the Commencement Termination Date for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire PremisesLease Term, 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 form of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in questionExhibit "D" attached hereto.

Commencement Date. COMMENCEMENT DATE" Tenant shall mean be liable to Landlord for the last to occur payment of Rent and any other payment as set forth in the Lease. The “Commencement Date” under the Lease shall be five (5) business days after the later of (a1) 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 Commencement Date shall be that date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; five (b5) sixty (60) business days after the date on which the Improvements would have been Substantially Completed but for the occurrence of such Tenant has received Delays. If the certificate Improvements are not Substantially Completed but are partially ready for occupancy, Tenant may, but need not, occupy the portion of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant 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 Improvement Plans; and (c) 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 Landlord has secured all necessary certificates, authorizations, permits Tenant first occupies and approvals customarily given for occupancy takes possession of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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 any portion of the Premises, and shall continue through the Commencement Date. Tenant’s right to so occupy and utilize a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionshall nevertheless be subject to Landlord’s reasonable approval, and throughout such partial occupancy, Tenant shall fully cooperate with Landlord to facilitate Landlord’s Substantial Completion of any remaining or outstanding Improvements without any interference. If Tenant occupies any portion of the Premises prior to Substantial Completion thereof, the provisions of the Lease shall apply to such occupancy or use of the Premises by Tenant, except that the Term of the Lease shall not commence until the Commencement Date.

Commencement Date. COMMENCEMENT DATE" (i) The commencement date of this Lease with regard to the Mandatory Expansion Space shall mean be March 23, 1999, or such later date as Landlord shall be able to deliver the last Mandatory Expansion Space to occur Tenant (in either case, the "Mandatory Expansion Space Lease Commencement Date"). (ii) The term of (a) this Lease with regard to the Mandatory Expansion Space shall commence on the date Landlord delivers possession of the Mandatory Expansion Space to Tenant has received ("Mandatory Expansion Space Delivery Date"), but in no event shall the certificate 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 the Initial Demised Premises. The Corporate Advisory Board Company Lease June 23, 1998 Final (C.) Conditions of Architect the Leasing of the Mandatory Expansion Space by Tenant. --------------------------------------------------------------------- Tenant shall lease the Mandatory Expansion Space from Landlord subject to and upon the following conditions, and where not in conflict with the following, on the same terms and conditions as the Initial Demised Premises: (i) Tenant shall accept the Mandatory Expansion Space in "AS IS" condition, without Landlord being required to undertake any demolition, removals, alterations, improvements, decorations, repairs or modifications of the Mandatory Expansion Space. This provision shall not in any way affect any repair and maintenance obligations of Landlord hereunder with respect to the Mandatory Expansion Space, if any. (ii) Tenant shall pay to Landlord, 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-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 (as hereinafter defined) occurs and further, to pay that Mandatory Expansion Space Rent in equal monthly installments to Landlord with the Building has been substantially completed Basic Monthly Rent paid for the Initial Demised Premises. (iii) Tenant shall 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 3.B; (b) sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy 5 of the Premises from the applicable governmental authoritiesLease entitled "OPERATING EXPENSE INCREASES AND REAL ESTATE TAX ----------------------------------------------- ADJUSTMENTS", provided that Tenant is allowed such revised percentages to occupy the Premises. If and to the extent that Tenant Delay (become effective 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 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 for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionoccurs.

Commencement Date. The "TARGET COMMENCEMENT DATE" shall mean is June 1, 2000. The "COMMENCEMENT DATE" of this Lease will be the last date on which: (i) the Landlord 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 failure of Tenant to timely deliver construction drawings to Landlord for the Tenant Improvements, then the Commencement Date will be deemed to occur of (a) on the Target Commencement Date. The Term will commence on the Commencement Date. The "RENT COMMENCEMENT DATE" will be the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; which is thirty (b) sixty (6030) 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 Rent Commencement Date. 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 (being one month's Base Rent and Additional Rent payable by Tenant to its current landlord). If the Commencement Date has received 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 certificate 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 Space Planner and of Tenant's Space Planner that failure to deliver the Premises by the Target Commencement Date, and Landlord will have been substantially completed pursuant 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 Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificatesother, authorizationsprovided, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authoritieshowever, provided that Tenant is allowed shall not have a right to occupy the Premises. If and terminate this Lease to the extent the delay in achieving the Commencement Date is due to a Tenant Delay. If the Commencement Date has not occurred by October 1, 2000, as that date is extended for Tenant Delay (as defined 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 not have a right to terminate this Lease to the extent the delay in the Work Letter) shall be the sole cause of delay of achieving the Commencement Date is due to a date subsequent to Tenant Delay. In the event 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 casualty occurs prior to the Commencement Date. , 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 from time so notice Tenant and either Landlord or Tenant shall have the right 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. After the actual substantial completion date asserted terminate this Lease by Landlord for any floor of the Premises, upon five (5) business days prior giving written notice to the other within 10 days following Landlord's notice; if neither party so elects to so terminate this Lease, Tenant then Landlord will proceed with the construction and the Completion Deadline 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 extended by the only tenant in delay resulting from 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 questioncasualty.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days From and after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 Effective Date, the Commencement Date for all purposes terms and provisions of this Lease shall be deemed fully binding on Landlord and Tenant, including prior to the occurrence of the Commencement Date. (b) If Landlord does not tender possession of the Premises or any portion thereof to Tenant on 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 thereby caused, such earlier date failure shall not affect any other obligations of Tenant hereunder (except as expressly provided in this Section, in the definition of the Commencement Date would have occurred had such and in Section 4.3), and the Term shall not commence until Landlord tenders possession of the Premises to Tenant. There shall be no postponement of the Commencement Date and/or the Rent Commencement Date for (i) any delay in the tender of possession to Tenant which results from any Tenant Delay not occurred. If or (ii) any delays by Landlord in the performance of any punch list items related to Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to ’s Work. (c) Once the date of such substantial completion of the entire PremisesRent Commencement Date has been determined, 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 prepare and the anticipated substantial completion of the entire Premises and Building as described parties shall join 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 memorandum confirming 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 Rent Commencement Date, the Fixed Rent, the amount of Landlord’s Contribution, Tenant’s Proportionate Share, the anticipated substantial completion date of each full floor portion Area of the Premises, the Area of the Building and a second the Expiration Date. Pending the execution of such memorandum, each of said items shall be as specified in the Basic Lease Provisions. Landlord’s failure to deliver the foregoing memorandum shall not affect the determination of any of such dates or amounts. If Tenant fails to give Landlord written notice on that Tenant contests Landlord’s determination of any information contained in the date which it claims as memorandum within thirty (30) days after Tenant receives such commencement notice, Landlord shall deliver Tenant an additional notice regarding the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor Landlord’s determination of the PremisesCommencement Date, upon 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 prior written notice to LandlordBusiness Days of receipt of the second notice, then Tenant shall be entitled deemed to take possession of have accepted 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▇▇'▇ ▇ccupancydetermination(s), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in question.

Commencement Date. COMMENCEMENT DATE" Landlord shall mean prepare the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed Premises for Tenant's occupancy in accordance with Paragraph 3.B; the Plans and Specifications. Landlord's preparation of the Premises (b"Landlord's Work") sixty shall be performed by Landlord's contractors and the 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 (6010) days Business Days after its receipt of the date 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 received 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 Space Planner architect or general contractor shall be conclusive. If on the Commencement Date, 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 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. 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 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 Space Planner that giving said notice. If the Premises have been substantially completed pursuant Commencement Date shall occur on or before the thirtieth (30th) day following Landlord's receipt of such notice, Tenant's termination notice shall be deemed null and void and of no further force or effect. Notwithstanding anything to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined contrary in the Work Letter) foregoing contained, there shall be the sole cause of delay no postponement 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 if delay in Substantial Completion shall be deemed due to be such earlier date as the Commencement Date would have occurred had such any change required by Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 Plans 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 questionSpecifications.

Commencement Date. COMMENCEMENT DATE" The Commencement Date shall mean the last to occur of (a) be the date Tenant has received provided in Item 5 of the certificate Basic Lease Provisions. If this Lease is executed before the Premises become vacant or otherwise available or if any present tenant or occupant of Architect the Premises holds over, and Landlord cannot acquire possession of the Premises in time to deliver them by the Commencement Date, this Lease shall not be void or voidable, and Landlord shall not be deemed to be in default hereunder, nor shall Landlord be liable for any loss or damage directly or indirectly arising out of or resulting from such holdover, provided that in the event that the Building has been substantially completed in accordance with Paragraph 3.B; (b) actual date of commencement is more than sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy provided in Item 5 of the Premises from the applicable governmental authoritiesBasic Lease Provisions (subject to force majeure delays and any delays caused by Tenant, provided that its agents, employees or contractors), Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the entitled, as its sole cause of delay of and exclusive remedy, to a rent credit equal to one day's Base Rent for each day that the Commencement Date to a date subsequent to that on which the Commencement Date would have occurred had is delayed beyond such Tenant Delay not occurred, then notwithstanding the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 day period. In the event that the actual date of commencement is more than one (1) year after the date that this Lease is fully executed (subject to force majeure delays and any delays caused by Tenant, its agents, employees or contractors), Tenant shall be entitled, as its sole and exclusive remedy, to terminate this Lease upon written notice to Landlord given within thirty (30) days after the expiration of such one (1) year period (but in any event prior to the date that Landlord delivers possession of the anticipated substantial completion Premises with Landlord's Work substantially complete). Except as set forth herein, Tenant agrees to accept possession of the entire Premises and Building at such time as described in Paragraph 3.B. and a second written notice on Landlord is able to tender the same, which date which Landlord claims as the actual substantial completion date for the Premises which shall thenceforth be sixty days prior to deemed the Commencement Date. After the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord shall from time to time during construction on a letter of acceptance of delivery of the Premises provide Tenant with at least sixty (60) days prior written notice of specifying the anticipated substantial completion date of each full floor portion Commencement Date. 1.4. Condition of the Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) the date Tenant has received the 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 The terms and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 provisions of this Lease shall be deemed effective as of the date of this Lease. The term of this Lease (the "Term") shall be for the duration set forth in Section 1.3 hereof and shall commence on the date set forth in Section 1.3.2 of this Lease (the "Commencement Date") and shall terminate on the date set forth in Section 1.3.3 of this Lease, unless sooner terminated pursuant to be such earlier date as the terms of this Lease. For purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve (12) month period during the Term. Notwithstanding the definition of the Commencement Date would for the Premises set forth in Section 1.3.2, above, Tenant shall have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable right to agree as to the date of such substantial completion commence business operations from any portion of the entire PremisesPremises (such space, such matter the "Pre- Occupancy Space") during the "Pre-Occupancy Period," as that term is defined below, provided that (i) Tenant shall be determined in accordance with Paragraph 3.E. hereof. give Landlord shall provide Tenant with at least sixty ten (6010) 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 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 any such use of the Premises, and (ii) a second written notice certificate of occupancy or its equivalent permitting occupancy shall have been issued by the appropriate governmental authorities for the Pre- Occupancy Space. If Tenant does commence business operations from any Pre- Occupancy Space prior to the occurrence of the Lease Commencement Date, all of the terms and conditions of this Lease shall apply to that portion of the Premises containing the Pre-Occupancy Space, except that Tenant shall have no obligation to pay Basic Rent or Tenant's Share of Expenses during the period commencing on the date which it claims as Tenant commences business operations from the actual substantial completion date of each such floorapplicable Pre-Occupancy Space and continuing until the Lease Commencement Date (the "Pre-Occupancy Period"). After the actual substantial completion date asserted by Landlord for any floor Following Tenant's possession of the Premises, 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 confirm the Commencement Date upon Landlord's ascertainable out-of-pocket costs for those services specified in Paragraphs 8.A.(i) and (iii) and 8.A.(x) (if delivery to Tenant is the only tenant of an instrument in the Building form set forth on Exhibit B attached hereto. Tenant shall execute and additional security is required because return such instrument within ten (10) days after written request from Landlord. This Lease shall be a binding contractual agreement effective upon the date of Tena▇▇'▇ ▇ccupancy)execution hereof by both Landlord and Tenant, which in each case are directly attributable to Tena▇▇'▇ ▇ossession notwithstanding the later commencement of the portion of the Premises in questionTerm. 4.

Commencement Date. COMMENCEMENT DATE" Subject to adjustment as provided in Article 3, the term “Commencement Date” shall mean January 1, 2005. Landlord and Tenant acknowledge and agree that Tenant currently occupies the last to occur Premises under that certain Lease with Landlord dated June 15, 1994 as subsequently amended (“Prior Lease”), the term of (a) which expires on December 31, 2004. The Premises comprise a portion of the date total premises leased by Tenant has received under the certificate Prior Lease. It is the intent of Architect the parties that Tenant will remain in possession of the Building has been substantially completed Premises described in accordance with Paragraph 3.B; (b) sixty (60) days this Lease after the date expiration of the term of the Prior Lease and that Tenant has received shall surrender the certificate remainder of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed premises leased under the Prior Lease to Landlord pursuant to the Tenant Improvement Plans; surrender terms and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy conditions of the Premises from Prior Lease which shall thereafter terminate, and be of no further force and effect. Landlord hereby agrees both as Landlord under this Lease and as the applicable governmental authoritiesLandlord under the Prior Lease, provided that notwithstanding anything to the contrary in this Lease or the Prior Lease, Tenant is allowed shall have no responsibility for the stairwell to the second floor, including, without limitation, any responsibility for the removal of the stairs upon the expiration of the Prior Lease or for the removal of any other alterations or Tenant improvements made by Tenant under the Prior Lease in the portion of the premises surrendered to Landlord at the expiration of the Prior Lease. Tenant shall continue to occupy the PremisesPremises described in this Lease thereafter under the terms and conditions of this Lease. If and to the extent Landlord agrees that Tenant 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 after full execution of this Lease 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 but prior to the Commencement Date. Landlord shall from time to time during construction on , Tenant may commence Tenant’s Work (as described in the Work Letter Agreement attached as Exhibit B) in 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant except no work 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 done 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 currently subleased to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ under Sublease Agreement dated June 19, 2002, until Tenant has provided Landlord written evidence that its subtenant has vacated and surrendered possession of the Premises or has consented in questionwriting to Tenant’s work. Completion of such Work shall be governed by the terms of this Lease, not the Prior Lease.

Commencement Date. COMMENCEMENT DATEThe "Space A Commencement Date" shall mean the last to occur of be one hundred twenty (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60120) days after the date Tenant has received possession of Space A (exclusive of the certificate of Landlord's Space Planner and 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 Space Planner that the Premises have been substantially completed pursuant Work due to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay Delays (as defined in Exhibit C). If possession of Space A is tendered to Tenant on December 1, 1998, then the Work Letter) 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 sole cause 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 Commencement Date Premises by Tenant prior 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 such portion shall be at Tenant's sole risk and deemed pursuant to, and subject to, all purposes of the terms and provisions of this Lease shall be deemed to be such earlier date as Lease, except those involving the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date payment of such substantial completion of the 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 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 PremisesBase Rent, and a second written notice on the date which it claims Tenant's Share of Expense Increases and Tax Increases (as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premisesterms are hereinafter defined), upon five (5) business days prior written notice to Landlordexcept as may otherwise be expressly set forth herein; provided, however, that in no event shall Tenant shall be entitled to take occupancy thereof prior to the date it receives notice from Landlord that Landlord is ready to tender possession of such floor thereof to Tenant. Promptly after the Space A Commencement Date, Landlord and occupy it for Tenant hereby agree to execute a Declaration, in the form attached hereto as Exhibit B, to confirm the Space A Commencement Date. Promptly after the Space B Commencement Date, 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 business without chargefailure to execute either Declaration shall not affect either Commencement Date nor the Lease Expiration Date, 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 as same are determined by the only tenant in the Building and additional security is required because terms of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in questionthis Lease.

Commencement Date. COMMENCEMENT DATE" The Commencement Date shall mean be the last to occur earlier of (a) the date of Substantial Completion of the Tenant has received Improvements in the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; Premises and (b) sixty (60) days after 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 received 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 Space Planner and 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 Space Planner that Agents or caused by any of Tenants uncompleted work being contained in the Premises have been substantially completed 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, 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 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. 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 Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay Waiver Date (as defined in Section 4.5 of the Tenant Work Letter) (the "Target Date"), this Lease shall remain in full force and effect and shall not be the sole cause void or voidable; and (b) such delay is not due to any delays resulting from or arising out of delay any acts or omissions of the Commencement Date to a date subsequent to Tenant or Tenant's Agents or any Force Majeure event (as defined below; provided, however, 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 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 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 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 on or before the 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. If Tenant fails to deliver such notice on or before the tenth (10th) day following the Outside Date, then Tenant 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable waived its right to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionterminate this Lease under this Section 2.5.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days From and after the date Commencement Date (except as set forth in this Exhibit B), Tenant has received shall be liable to Landlord for the certificate payment of Landlord's Space Planner Rent and of Tenant's Space Planner that any other payment as set forth in the Premises have been substantially completed pursuant to Lease. The “Commencement Date” under the Tenant Improvement Plans; and (c) Lease shall be the date on which Landlord has secured all necessary certificatesthe Improvements (excluding completion of any Tenant Improvements or Tenant’s Extra Work) are Substantially Completed; provided, authorizationshowever, permits and approvals customarily given for occupancy in the event Substantial Completion of the Premises from Improvements (excluding completion of any Tenant Improvements or Tenant’s Extra Work) is delayed due to Tenant Delays, then for purposes of the applicable governmental authorities, provided that payment Rent and any other payment required to be made by Tenant is allowed to occupy the Premises. If and pursuant to the extent that Tenant 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 DateLease, the Commencement Date for all purposes of this Lease shall be deemed to be such earlier that date as on which the Commencement Date Improvements would have occurred had been Substantially Completed but for the occurrence of such Tenant Delay not occurredDelays. If the Landlord's Space Planner 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 Tena▇▇'▇ ▇pace Planner are unable to agree as to in the date event of such substantial completion 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 entire Premises, such matter Premises so occupied by Tenant. Such obligation to pay Rent on a proportionate basis 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 commence on the date on which Landlord claims as the actual substantial completion date for the Premises which shall be sixty days prior to 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 first occupies and takes possession of the anticipated substantial completion date of each full floor any portion of the Premises, and shall continue through the Commencement Date. Tenant’s right to so occupy and utilize a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionshall nevertheless be subject to Landlord’s reasonable approval, and throughout such partial occupancy, Tenant shall fully cooperate with Landlord to facilitate Landlord’s Substantial Completion of any remaining or outstanding Improvements without any interference. 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, Tenant shall not occupy any portion of the Premises prior to Substantial Completion thereof.

Commencement Date. COMMENCEMENT DATE" (a) The rights, duties and obligations of the parties under this Lease shall mean be effective upon the last execution hereof, except that Tenant's obligation to pay rental hereunder shall commence upon the first to occur of the following dated (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; "Commencement Date"): (b) sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c1) 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, provided a Certificate of Occupancy or a Temporary Certificate of Occupancy has been issued for the Premises by such date. The Premises shall be deemed ready for occupancy when Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy substantially completed the work described in Exhibit "C" attached hereto. (b) If Landlord is unable to deliver possession of the Premises from to Tenant on the applicable governmental authorities, provided that Tenant is allowed to occupy Estimated Commencement Date because of the holding-over by any occupant of the Premises. If , or because the Premises are not substantially completed, or for any other reason, this Lease shall continue in effect and Landlord shall not be liable to the extent that Tenant 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 or any third party for such Tenant Delay not occurredinability; provided, then notwithstanding the foregoing definition of Commencement Datehowever, the Commencement Date shall be delayed (provided Tenant is not responsible for all purposes of 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 be null and void. (c) If Landlord gives Tenant permission to enter into possession of the Premises prior to the Commencement Date, such possession shall be deemed to be such earlier date as upon all the Commencement Date would have occurred had such Tenant Delay not occurred. terms, covenants, conditions and provisions of this Lease, including payment of the Rent. (d) If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the entire PremisesPremises by Landlord is delayed due to any act or omission of Tenant or Tenant's Representatives, such matter 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 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 deemed substantially completed on the date which Landlord claims as when they would have been ready but for such delay. (e) The Premises shall be deemed substantially completed and ready for occupancy upon the actual issuance of a certificate of substantial completion date for the Premises which shall be sixty days prior to 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 architect or of a certificate of occupancy by the only tenant in the Building and additional security is required because local building authority, notwithstanding that minor or insubstantial details of Tena▇▇'▇ ▇ccupancy)construction, which in each case are directly attributable mechanical adjustment or decoration remain to Tena▇▇'▇ ▇ossession of the portion of the Premises in questionbe performed.

Commencement Date. COMMENCEMENT DATE" The Commencement Date shall mean be the last to occur earliest of (a) the date on which Tenant has received takes possession of or commences business operations upon the certificate of Architect that Premises or any part thereof ("Lease Commencement Date"); or (b) the Building has been date on which Landlord's Work (as described in Section 14 below) is substantially completed in accordance with Paragraph 3.B("Rental 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) final inspection is approved by the City of Carlsbad and Tenant is legally permitted to occupy the Premises for the conduct of its business; (b) sixty (60) days after all Building systems are in good working order to support the date Tenant has received operation of the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement PlansPremises; and (c) the date on which Tenant Improvements are complete excepting industry-standard punch-list items. 2.2.1 Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy cannot deliver possession of the Premises from to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the applicable governmental authoritiesvalidity of this Lease or the obligations of Tenant hereunder or extend the term hereof, but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided that Tenant in this Lease, until possession of the Premises is allowed delivered to occupy Tenant. If, however, Landlord shall not have delivered possession of the Premises. If and to the extent that Tenant Delay Premises within sixty (60) days following said Scheduled Commencement Date for any reason, other than Tenants Delays as defined in the Work LetterLetter 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 be submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as Premises up to the date of such substantial completion Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be cancelled, and the entire Premises, such matter parties shall be determined discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in accordance with Paragraph 3.E. hereof. Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall provide Tenant with at least sixty (60) days prior thereupon return any money previously deposited by Tenant. If such written notice of the anticipated substantial completion 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 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 premises shall be sixty days prior deemed delivered to Tenant when (1) the Commencement Date. improvements to be provided by Landlord shall from time to time during construction on under this Lease are substantially completed, (2) 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 Building Utilities are ready for use in the Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of (3) Tenant has reasonable access to the Premises. 2.2.3 If Tenant occupies the Premises prior to said Commencement Date (other than to install and/or store furniture and equipment), upon five (5) business days prior written notice such occupancy shall be subject to Landlordall provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall be entitled to take possession of pay rent for 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 questionoccupancy.

Commencement Date. COMMENCEMENT DATE" Upon the Effective Date, the terms and provisions hereof shall mean be fully binding on Landlord and Tenant prior to the last to occur occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date. The Commencement Date shall be the later of (ai) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; March 1, 2018 or (b) sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (cii) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy delivers exclusive possession of the Premises from to Tenant, broom clean and free and clear of any other tenants or their personal property. Unless sooner terminated or extended as hereinafter provided, the applicable governmental authorities, provided that Tenant is allowed to occupy Term shall end on the PremisesExpiration Date. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay Landlord does not tender exclusive possession of the Premises to Tenant on or before the Scheduled Commencement Date to a date subsequent to that on which the Commencement Date would have occurred had such Tenant Delay or any other particular date, for any reason whatsoever, Landlord shall not occurredbe liable for any damage thereby, then notwithstanding the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease shall not be deemed to be such earlier date void or voidable thereby except as set forth below, and the Commencement Date would have occurred had such Tenant Delay Term shall not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 commence until the Commencement Date. Landlord shall from time be deemed 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled to take have tendered 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 to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in questionthe condition required by this Lease and available for Tenant’s occupancy. No failure to tender possession of the Premises to Tenant on or before the Scheduled Commencement Date shall affect any other obligations of Tenant hereunder. 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. Notwithstanding anything to the contrary, if Landlord has not tendered exclusive possession of the Premises to Tenant, broom clean and free and clear of other tenants or their property, by May 1, 2018, then Tenant shall have the right to terminate this Lease effective as of written notice provided to Landlord prior to such delivery occurring.

Commencement Date. COMMENCEMENT DATE" June – September: This subsection (i) shall mean only apply if the last to occur Commencement Date of this Lease (as set forth in Section 1) occurs within the month of June, July, August, or September. (a) Tenant may renew the date Term for one (1) additional term commencing on the day after the Expiration Date and ending 12 months later provided Tenant has received timely complies with the certificate requirements of Architect that this section. No later than September 15, either: (I) T enant shall send written notice to Lessor electing to renew the Building has been substantially completed in accordance with Paragraph 3.BTerm; or (II) Tenant shall send written notice to Lessor waiving Tenant’s right to ren ew the Term and upon such election Tenant shall have no further rights to renew this Lease. If Tenant fails to deliver notice of renewal or non -renewal, Tenant will be deemed to have elected NOT to renew the Term. (b) sixty (60) days after If Tenant timely elects to renew the date Term pursuant to Section 1, Lessor shall send Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that a new rental agreement for the Premises with reasonable terms designated by Lessor in its discretion for a renewal term to commence on the day following the Expiration Date (a “Renewal Lease”). If Tenant does not deliver timely notice of renewal to Lessor, a Renewal Lease may be provided by Lessor pr ovided that Lessor shall have been substantially completed pursuant no obligation to provide such Renewal Lease. No later than October 15, ▇▇▇▇▇▇ shall return the original signed Renewal Lease to Lessor, which must be signed by all Tenants identified within this Lease. If ▇▇▇▇▇▇ does not return the Renewal Lease by the deadline set f ▇▇▇▇ in this subsection, or the Renewal Lease is not signed by all Tenants, all Tenants will be deemed to have refused to sign the Renewal Lease and the Term will end on the Expiration Date. (c) If more than one Tenant Improvement Plansoccupies the Premises and one or more, but not all Tenants, return the signed Renewal L ease, the renewal will not be enforceable until all non-renewing Tenants also deliver written notice to Lessor agreeing to vacate the Premises at the end of the then-current Term, together with a written waiver of their right to renew the Term. If some, but not all, Tenants timely renew the Term and sign the Renewal Lease, the renewing Tenants shall be solely responsible for the rental and deposits due and owing under the Renewal Lease even if such obligation results in the renewing Tenants paying more during the renewal term than their fractional share of such costs unde r this Lease. (d) If Tenant refuses, or is deemed to have refused, to sign the Renewal Lease, or otherwise is deemed to have not r enewed the Term, Tenant acknowledges and agrees that: (A) Lessor may immediately offer the Premises to new prospective tenant(s) for a t erm to commence the day following the Expiration Date; (B) Lessor may enter into new lease agreements on terms acceptable to Lessor that may diff er from the terms offered in the Renewal Lease; (C) Lessor shall be authorized to enter the Premises for the purposes of showing the Premises to prospective tenants and purchasers provided Lessor has given Tenant written notice no later than the evening before the day of such entry; and (cD) the date on which Landlord has secured all necessary certificates, authorizations, permits Te nant will vacate and approvals customarily given for occupancy surrender possession of the Premises from to Lessor on the applicable governmental authorities, provided that Tenant is allowed to occupy the PremisesExpiration Date. If one or more, but not all, Tenants renews the Lease, Lessor shall have no obligation to market the Premises to new prospective tenants for the purpose of replacing any non -renewing Tenants. (e) This subsection shall apply only if Tenant timely and to properly renews the extent that Tenant Delay (as defined in Term. The Renewal Lease is an extensio n of, and amendment to, this Lease, and does not replace this Lease. Notwithstanding the Work Letter) shall be the sole cause date of delay execution 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 DateRenewal Lease, the Commencement Date for all purposes te rms of this Lease shall control until the day following the Expiration Date of this Lease, and on the day following the Expiration Date of this Lease , the Renewal Lease shall control. Any default of this Lease shall also be deemed to be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion a default of the entire PremisesRenewal Lease. In the event of a termination of this Lease, such matter whether as a result of a default by Tenant or otherwise, the Renewal Lease shall be determined in accordance with Paragraph 3.E. hereof. Landlord shall provide Tenant with at least sixty (60) days prior written notice terminated of the anticipated substantial completion even date and 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionno force or effect.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) Upon the date Tenant has received Effective Date, the certificate terms and provisions hereof shall be fully binding on Landlord and Tenant. The Term of Architect that this Lease shall commence on the Building has been substantially completed in accordance with Paragraph 3.B; (b) sixty (60) days after Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Expiration Date. If Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy does not tender possession of the Premises from to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby and this Lease shall not be void or voidable thereby. No failure to tender possession of the applicable governmental authoritiesPremises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. Once the Rent Commencement Date is determined, provided that Landlord and Tenant is allowed shall execute an agreement stating the Rent Commencement Date and Expiration Date, but the failure to occupy do so will not affect the determination of such dates. For purposes of determining whether Tenant has accepted possession of the Premises. If and , 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. Notwithstanding anything to the contrary contained herein, if Landlord fails to deliver possession of the Premises to Tenant with Landlord’s Work Substantially Complete by November 21, 2012, and provided such failure is not caused by either (i) Unavoidable Delay, (ii) the delay of governmental authorities in issuing permits and/or approvals in connection with Landlord’s Work, (iii) any delay caused by the change in identity of any subcontractors performing or designated as performing any portion of Landlord’s Work, or (iv) Tenant Delay (as defined in the Work Letter) shall be ), then, for each day commencing on November 21, 2012 until the sole cause of delay date Landlord delivers possession of the Commencement Date Premises 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord’s Work Substantially Complete, Tenant shall be entitled to take one (1) additional day of abatement of Fixed Rent, Tenant’s Operating Payment and Tenant’s Tax Payment accruing hereunder commencing on the first day following the Rent Abatement Period. (b) Provided that Tenant has delivered to Landlord the Advance Rent, the Letter of Credit and evidence of the insurance required of Tenant under this Lease, Landlord shall deliver possession to Tenant, within two (2) Business Days after the date this Lease is fully executed and delivered, of such space consisting of eighteen (18) offices to be designated by Landlord for use by Tenant’s employees on the eleventh (11th) floor of the Building (the “Temporary Space”) for the sole purpose of Tenant’s using the Temporary Space for the uses permitted by the terms of this Lease. Tenant’s occupancy of the Temporary Space shall be subject to all of the terms and occupy it for Tenant's business without chargeconditions of this Lease, except that Tenant shall not be obligated to pay Fixed Rent, Tenant’s Tax Payment, or Tenant’s Operating Payment with respect to the Temporary Space. Tenant shall be obligated to pay 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 electricity used in the Building Temporary Space and additional security is required because for janitorial services provided to the Temporary Space (at the rate of Tena▇▇'▇ ▇ccupancy$2,748.00 per month), which and any special services (e.g., after hours HVAC) requested by Tenant. The Temporary Space shall be leased by Tenant in each case are directly attributable to Tena▇▇'▇ ▇ossession its “as is” condition and Tenant shall not make any alterations or improvements thereto, other than telephone and data cabling. The term of the portion lease of the Temporary Space shall commence on delivery of possession thereof to Tenant and shall expire on the fifth (5th) Business Day following the Rent Commencement Date (the “Temporary Space Termination Date”). Notwithstanding the foregoing, if due to Tenant Delay, the Rent Commencement Date occurs before Landlord delivers possession of the Premises to Tenant with Landlord’s Work Substantially Complete, Tenant shall be permitted to retain possession of the Temporary Space until the earlier to occur of (i) the fifth (5th) Business Day after the date Landlord delivers possession of the Premises to Tenant with Landlord’s Work Substantially Complete, and (ii) the sixtieth (60th) day following the Rent Commencement Date. Tenant acknowledges that the Temporary Space will not be separately demised from the remainder of the space on the floor of the Building on which the Temporary Space is located. Tenant shall be responsible to secure its personal property in questionthe Temporary Space. Tenant shall not, and Tenant shall insure that Tenant’s employees, contractors and invitees do not, interfere with the business operations of other occupants of the floor of the Building on which the Temporary Space is located. Tenant shall surrender possession of the Temporary Space to Landlord in accordance with the terms of Section 18.1 of this Lease on or before the Temporary Space Termination Date. If Tenant fails to surrender possession of the Temporary Space in the condition required under Section 18.1 by the Temporary Space Termination Date, Landlord shall be entitled to treat the same as a holdover pursuant to Section 18.2 of this Lease and the rent payable by Tenant with respect to the Temporary Space shall be one hundred fifty percent (150%) of the monthly installments of Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment due with respect to the Premises (and ignoring any abatement of such installments) for the first month following the Rent Commencement Date during such holding over and Landlord shall be entitled to all of its rights or remedies in connection with such holding over in possession of the Temporary Space. Tenant shall permit Landlord to exhibit the Temporary Space to prospective tenants during normal business hours on prior oral notice to Tenant. (c) Landlord shall deliver possession of the Premises to Tenant upon the Substantial Completion of Landlord’s Work. Tenant’s occupancy of the Premises prior to the Rent Commencement Date shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be obligated to pay Fixed Rent, Tenant’s Tax Payment, or Tenant’s Operating Payment until the Rent Commencement

Commencement Date. COMMENCEMENT DATE" The Commencement Date of the Lease shall mean be thirty (30) days after the last to occur of Premises are substantially complete. Substantial Completion shall be evidenced when (a) final inspection is approved by the date City of Carlsbad and Tenant has received is legally permitted to occupy the certificate Premises for the conduct of Architect that the Building has been substantially completed in accordance with Paragraph 3.Bits business; (b) sixty (60) days after all Building systems are in good working order to support the date Tenant has received operation of the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement PlansPremises; and (c) the date on which Tenant Improvements are complete excepting industry-standard punch-list items. 2.2.1 Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy cannot deliver possession of the Premises from to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the applicable governmental authoritiesvalidity of this Lease or the obligations of Tenant hereunder or extend the term hereof, but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided that Tenant in this Lease, until possession of the Premises is allowed delivered to occupy Tenant. If, however, Landlord shall not have delivered possession of the Premises. If and to the extent that Tenant Delay Premises within sixty (60) days following said Scheduled Commencement Date for any reason, other than Tenants Delays as defined in the Work LetterLetter 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 be submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as Premises up to the date of such substantial completion Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be cancelled, and the entire Premises, such matter parties shall be determined discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in accordance with Paragraph 3.E. hereof. Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall provide Tenant with at least sixty (60) days prior thereupon return any money previously deposited by Tenant. If such written notice of the anticipated substantial completion 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 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 premises shall be sixty days prior deemed delivered to Tenant when (1) the Commencement Date. improvements to be provided by Landlord shall from time to time during construction on under this Lease are substantially completed, (2) 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 Building Utilities are ready for use in the Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of (3) Tenant has reasonable access to the Premises. 2.2.3 If Tenant occupies the Premises prior to said Commencement Date (other than to install and/or store furniture and equipment), upon five (5) business days prior written notice such occupancy shall be subject to Landlordall provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall be entitled to take possession of pay rent for 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 questionoccupancy.

Commencement Date. COMMENCEMENT DATE" shall mean the last to occur of (a) the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 The "Commencement Date, the Commencement Date for all purposes " of this Lease shall be deemed to the later of Substantial Completion of the Premises or the Scheduled Commencement Date. Promptly following the Commencement Date, Landlord and Tenant shall execute an agreement acknowledging that Tenant has accepted possession, and reciting the exact Commencement Date and termination date of the Lease. Should the actual Commencement Date be such earlier date later than the Scheduled Commencement Date, the Termination Date shall be extended by the same period as the Commencement Date would is extended past the Scheduled Commencement Date. The failure by either party, or both parties, to execute such an agreement shall not affect the rights or obligations of either party hereunder. Such agreement, when so executed and delivered, shall be deemed to be a part of this Lease. "Substantial Completion" shall mean that date after which Landlord has completed Landlord's Work at the Premises and a temporary Certificate of Occupancy allowing Tenant to occupy the Premises has been issued by the appropriate governmental authority. Substantial Completion shall be deemed to have occurred had such Tenant Delay notwithstanding a requirement to complete "punch list" or similar corrective work and notwithstanding that tenant special improvements, if any, may not occurredbe completed or operable. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner premises are unable to agree as not delivered to the date of such substantial completion of Tenant in Substantial Completion by September 1, 1999, for any reason other than Tenant delays, Tenant shall have the 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 right to extend the Commencement Date. Landlord shall from time , at the option of Tenant, for up to time during construction on six (6), thirty (30) day periods until the temporary Certificate of Occupancy is obtained allowing the Tenant to occupy 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 flooropen for business. After that period of time, if the actual substantial completion date asserted temporary Certificate of Occupancy is still not obtained by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, then the 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 questionmay terminate this Lease.

Commencement Date. COMMENCEMENT DATE" 2.4.1 Landlord shall mean 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 (5) Business Days after its receipt of the last Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to occur take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been achieved. Taking of (a) possession by Tenant for the date 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 received 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 Architect 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 Building has been substantially parties anticipate that Punch List Work will remain to be completed in accordance with Paragraph 3.Bon the Commencement Date, 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 (b) sixty (6030) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay of the Commencement Date to a date subsequent to address Punch List Work 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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 from time Tenant's refusal or failure to time during construction agree on the Premises provide Tenant with at least sixty (60) days prior written notice nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence 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 floorCommencement Date. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled make no changes to take possession of such floor the Plans 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 Specifications or the only tenant work reflected in the Building Plans and additional security is required because Specifications without the consent of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of the portion of the Premises in questionLandlord.

Commencement Date. COMMENCEMENT DATEThe "Commencement Date" shall mean the last to occur of (a) be the date Tenant has received upon which the certificate of Architect that the Building has Premises have been substantially completed in accordance with Paragraph 3.B; the plans and specifications described on EXHIBIT C attached hereto (b) sixty the "Plans and Specifications"). Landlord shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (605) days after the date Tenant has received the certificate of Landlord's Space Planner and receives such notice. Landlord shall have a reasonable time after delivery of Tenant's Space Planner notice in which to take such corrective action as may be necessary, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed pursuant 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 Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the 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 Improvement Plans; shall, upon demand, execute and (c) deliver to Landlord a letter of acceptance of delivery of the date Premises, on which Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has secured all necessary certificatesbeen substantially completed, authorizations, permits and approvals customarily given for the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause conclusive evidence of delay of the Commencement Date to a date subsequent to that such completion, effective 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of the delivery of any such substantial completion of the 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 certificate to 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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. COMMENCEMENT DATE" Upon the Effective Date, the terms and provisions hereof shall mean the last to occur of (a) the date be fully binding on Landlord and Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant prior to the Tenant Improvement Plans; and (c) occurrence of the date Commencement Date. The Term of this Lease shall commence on which the Commencement Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the "Expiration Date" specified in Article 1. If Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy does not tender possession of the Premises from to Tenant on or before the Scheduled Commencement Date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, and this Lease shall not be void or voidable thereby. No failure to tender possession of the applicable governmental authoritiesportion of the Premises to Tenant on or before the Scheduled Commencement Date shall in any way affect any other obligations of Tenant hereunder. Once the Rent Commencement Date is determined, provided that Landlord and Tenant is allowed shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to occupy do so will not affect the determination of such dates. For purposes of determining whether Tenant has accepted possession of the Premises. If and , Tenant shall be deemed to have done so when Tenant first moves Tenant's Property and/or any of its personnel into the Premises, except to the extent that Tenant Delay (as defined is authorized in the Work Letter) shall be the sole cause of delay this Lease or by Landlord's agreement to do any 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 shall be without being deemed to be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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 accepted possession of the Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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. COMMENCEMENT DATE" 2.4.1 Landlord shall mean complete the last to occur of (a) the date Tenant has received the certificate of Architect that the Building has been substantially completed Improvements in accordance with Paragraph 3.B; the Plans and Specifications. Landlord's completion of the Tenant Improvements shall be performed by Landlord's contractors, and the 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 five (b5) sixty 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 achieved. Taking of possession by Tenant 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 shall further establish that the Premises are in good and satisfactory condition on the Commencement Date and, except as expressly provided below with respect to latent defects in the Tenant Improvements, any alleged defects or deficiencies are waived by the Tenant except for any incomplete Punch List Work. Tenant shall notify the Landlord in writing within three (603) months after Substantial Completion of the existence of any latent defects pertaining to the Tenant Improvements. If Tenant fails to notify the Landlord of any latent defects pertaining to the Tenant Improvements within such period, Tenant shall be deemed to have waived any rights on account thereof. 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. With the exception of the Tenant Improvements to be made by Landlord, Tenant acknowledges that the Premises shall be delivered AS IS and that no representations as to the condition of the Premises have been made by Landlord. 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 which are Tenant's responsibility. If on the Commencement Date, 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 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. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of Landlord, which consent shall not be unreasonably withheld. 2.4.2 Tenant shall be permitted entry into the Premises before Substantial Completion for the limited purpose of installing such wiring and cabling in the Premises as are approved by Landlord in accordance with the paragraph entitled "Tenant Alterations". Approved wiring and cabling will be in addition to the Tenant Improvements and shall be governed by the paragraphs entitled "Tenant Alterations" and "Tenants Work Performance." Tenant, its contractors and designees may enter into the Premises for the purposes described in this subparagraph twenty-eight (28) days in advance of the scheduled date for Substantial Completion, but any such entry shall be at the Tenant's risk and subject to all the terms of the Lease, except the obligation to pay Base Rent. If installation and work performed during the period of Tenant's early entry delay Substantial Completion or interfere with or damage the Landlord's work, Tenant shall be responsible for the damage caused Landlord. Further, any such delay in Substantial Completion shall be deemed "Tenant Delay" and the Commencement Date shall be deemed to have occurred on the date that Substantial Completion would have been achieved absent such Tenant Delay. 2.4.3 Notwithstanding anything to the contrary contained herein, in the event that Landlord has not achieved Substantial Completion of the Tenant Improvements within one hundred twenty (120) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 shall be deemed (subject to be such earlier date as the Commencement Date would have occurred had such extension for Tenant Delay and for events of force majeure as provided in Paragraph 6.8), then Tenant shall have the right to cancel this Lease upon not occurred. If less than fifteen (15) days written notice given to the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as Landlord prior to the date of that the Landlord has achieved Substantial Completion, provided such substantial completion of the entire Premises, such matter cancellation shall be determined void and this Lease shall continue 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 full force 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 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 effect in the Building and additional security is required because of Tena▇▇'▇ ▇ccupancy), which in each case are directly attributable to Tena▇▇'▇ ▇ossession of event that the portion of the Premises in questionLandlord achieves Substantial Completion within such fifteen (15) day period.

Commencement Date. COMMENCEMENT DATE" The Term shall mean be for the last to occur period of (a) time specified in the Basic Lease Information unless sooner terminated as hereinafter provided. The Term shall commence on the date Tenant has received the 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 of Tenant's Space Planner that the Premises have been substantially completed pursuant are delivered to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay in “substantially completed” condition (as 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”) to Landlord delivered no later than two (2) days after Tenant has received notice of the 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 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 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 Space Planner and Tena▇▇'▇ ▇pace Planner Premises are unable not substantially completed by September 1, 2008 (the “Outside Date”), Landlord shall use commercially reasonable efforts to agree as to make other space in the date Building or in other buildings owned by Landlord in the vicinity of such the Building, available for Tenant’s use on a temporary basis pending substantial completion of the entire Premises, such matter at the same base rental rate per rentable square foot as would be payable by Tenant under this Lease. The Outside Date shall be determined extended by one (1) day for each day of Tenant Delay or Force Majeure delay (as defined in accordance with Paragraph 3.E. hereofSection 22.15 below). Landlord For purposes of this Lease, the first “Lease Year” shall provide Tenant with at least sixty mean the period commencing on the Commencement Date and ending twelve (6012) days prior written notice months thereafter, except that if the Commencement Date is other than the first day of a calendar month, the first “Lease Year” shall mean the period commencing on the Commencement Date and ending on the last day 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 twelfth (12th) full calendar month after the Commencement Date. Landlord Thereafter, the term “Lease Year” shall from time mean a period equal to time during construction on the Premises provide Tenant with at least sixty twelve (6012) 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questioncalendar months.

Commencement Date. COMMENCEMENT DATEThe "Commencement Date" for each Building shall mean be ----------------- the last to occur earlier of (a) the date that Tenant has received takes possession of the certificate of Architect Premises or ten (10) days after Landlord notifies Tenant that the Building is, or will be by a date certain, ready for Tenant to take possession. The Commencement Date shall constitute the commencement of the Lease Term for all purposes, whether or not Tenant has been substantially completed in accordance with Paragraph 3.B; actually taken possession as evidenced by a Certificate of Occupancy. By mutual agreement of the parties, the Commencement Date may be changed. Within thirty (b) sixty (6030) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant 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 each Building, Landlord will provide to Tenant a letter acknowledging the Commencement, Rental Commencement (if different) Expiration Dates, and the square footage of this the Building which letter will then be attached hereto as Exhibit D. Notwithstanding anything herein to the contrary, the Lease Term shall be deemed to be such earlier date as extend through and end on the Commencement Date would have occurred had such Tenant Delay not occurredlast day of the last month of the Term. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as Tenant is permitted access to the date of such substantial completion of the 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 the Commencement Date, such early entry will be subject to all the terms and provisions of this Lease as though the Commencement Date had occurred, unless otherwise agreed to in writing by Landlord. 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 The Rental Commencement for 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. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant Building shall be entitled to take possession of such floor and occupy it for Tenant's business without charge, the fifteenth (15 th) day after the Commencement Date 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 as provided 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 questionAddendum.

Commencement Date. 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 DATE" shall mean ") which is the last earlier to occur of (ai) the date Tenant has received the certificate of Architect that the Building has been substantially completed in accordance with Paragraph 3.B; Effective Date or (b) sixty (60) days after the date Tenant has received the certificate of Landlord's Space Planner and of Tenant's Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (cii) the date on which Landlord has secured all necessary certificatescompletes the acquisition of title to the Real Property. Immediately following the close of escrow of Landlord's purchase of the Real Property, authorizationsLandlord shall advise Tenant in writing of the same. Unless sooner terminated or extended as hereinafter provided, permits the Term shall end on the "EXPIRATION DATE" specified in Article 1. If Landlord does not tender possession of Block One to Tenant on or before the 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 approvals customarily given for occupancy this Lease shall not be void or voidable thereby. . No failure to tender possession of the applicable portion of the Premises from to Tenant on or before the applicable governmental authoritiesScheduled Rent Commencement Date (Block One) or the Scheduled Rent Commencement Date (Block Two), provided as the case may be, shall in any 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). 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 is allowed 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 do so on all of the terms and provisions of this Lease (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 space for Tenant's use and occupancy. Once the respective Rent Commencement 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. If and , Tenant shall be deemed to have done so when Tenant first moves Tenant's Property and/or any of its personnel into the Premises, except to the extent that Tenant Delay (as defined is authorized in the Work Letter) shall be the sole cause of delay this Lease or by Landlord's agreement to do any 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 shall be without being deemed to be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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 accepted possession of the Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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. COMMENCEMENT DATE" shall mean the last to occur of (a) Upon the date Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant has received prior to the certificate occurrence of Architect that the Building has been substantially completed 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 accordance with Paragraph 3.B; (b) sixty (60) days after Section 2.2(b), if Landlord does not tender possession of the date Premises to Tenant has received 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 certificate Term shall not commence until Landlord tenders possession of Landlord's Space Planner and the Premises to Tenant. Landlord shall be deemed to have tendered possession of Tenant's Space Planner the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises have been substantially completed pursuant 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 the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy 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 applicable governmental authoritiesperformance of Landlord’s Post- Commencement Work or any Punch List Items relating to Landlord’s Pre-Commencement Work. Once the Commencement Date is determined, provided that Landlord and Tenant is allowed shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to occupy do so will not affect the determination of such dates. For purposes of determining whether ▇▇▇▇▇▇ has accepted possession of the Premises. If and , 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 Delay (as defined is authorized in the Work Letter) shall be the sole cause of delay this Lease or by Landlord’s agreement to do any 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 shall be without being deemed to be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tena▇▇'▇ ▇pace Planner are unable to agree as to the date of such substantial completion of the 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 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 accepted possession of the Premises, and . The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, 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 questionNew York Real Property Law or any successor Requirement.