Common use of Commencement Date Clause in Contracts

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 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delay.

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 DateDate (as 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 any portion of the Premises comprising at least a full floor is deemed Ready for Occupancy (as such term is defined in the Workletter Agreement (as hereinafter defined)). Unless sooner terminated or extended as hereinafter provided, the Term shall end on the "Expiration Date" specified in Article 1. 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 Delivery Scheduled Commencement Date or any other particular date, in its Ready for Occupancy condition for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term Tenant shall not commence until be liable for any Rent or any other sums payable by Tenant hereunder with respect to any nontendered portion of the Commencement Date. Notwithstanding Premises (except for (1) any special services provided by Landlord at Tenant's request with the foregoing, the Commencement Date shall be extended by one day for each day understanding that Tenant's obligation to pay therefor is not conditioned upon delivery of the Premises is delayed past and which are not customarily provided to tenants of buildings comparable to the Delivery Date. In addition, if the Delivery Date does not occur on Building except at additional cost and (2) any damages or before November 1, 2006 then claims under any indemnities by Tenant shall have the right to terminate set forth in this Lease effective upon delivery or written notice thereof to Lease) until 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 tenders possession of such notice by Tenant. Landlord shall be deemed portion of the Premises to have tendered Tenant in its Ready for Occupancy condition, unless the delay in tendering possession of the Premises to Tenant upon is caused by "Tenant Delays" as defined in the giving Workletter Agreement. If any such delay in Landlord's tendering possession of notice by Landlord the Premises to Tenant stating that is caused by Tenant Delays, then Tenant shall be liable for Rent commencing on the date Landlord would have been able to tender possession of the Premises are vacant, to Tenant with the Premises in the its Ready for Occupancy condition required by this Lease and available for Tenant’s occupancyhad there not occurred Tenant Delays. Except as otherwise provided herein, no No failure to tender possession of the Premises to Tenant on or before the Delivery Scheduled Commencement Date shall in any way affect any other obligations of Tenant hereunder. There ; provided, however, that if Landlord fails to tender possession of the Premises in their Ready for Occupancy condition by December 31, 2000 (the "Termination Date"), which Termination Date shall be no postponement extended one (1) day for each day of Tenant Delays, then Tenant shall have the right, upon 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 execute an amendment to 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 delay failure to execute such an amendment shall not affect the determination of such dates hereunder. Tenant shall have the right, prior to the Commencement Date, to enter the Premises for purposes of planning, constructing and installing Tenant's furnishings and equipment in the tender Premises, including, without limitation, Tenant's installation of possession telecommunications and computer cables, provided that in connection with any such early entry (a) Landlord reasonably determines that such entry would not unreasonably impede or interfere with Landlord's construction of the Improvements and (b) Tenant's entry shall be subject to such safety procedures and restrictions as Landlord's contractor may reasonably impose. To the fullest extent permitted by law but excluding the gross negligence or willful misconduct of Landlord or its employees, agents or contractors, Tenant which results from hereby assumes the entire risk of damage of, or injury to, any of Tenant's furniture, furniture systems or equipment installed or placed in any portion of the Premises by Tenant Delayprior to the Commencement Date.

Commencement Date. Upon Tenant shall be liable to Landlord for the Effective 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 (1) date on which the Improvements and Tenant Improvements are Substantially Completed and (2) May 1, 2008; provided, however, in the event Substantial Completion of the Improvements and any Tenant Improvements is delayed due to Tenant Delays, then for purposes of the payment Rent and any other payment required to be made by Tenant pursuant to the Lease, the terms and provisions hereof Commencement Date shall be fully binding that date five (5) business days after the date on Landlord and Tenant prior to which the Improvements would have been Substantially Completed but for the occurrence of such Tenant Delays. If the Improvements are not Substantially Completed but are partially ready for occupancy, Tenant may, but need not, occupy the portion of the Premises that is ready for occupancy, provided such partial occupancy is permitted by applicable law, and in the event of such partial occupancy (other than occupancy necessary to complete the Tenant Improvements), Tenant shall pay to Landlord pro rata Rent based upon the area of the Premises so occupied by Tenant. Such obligation to pay Rent on a proportionate basis shall commence on the date on which Tenant first occupies and takes possession of any portion of the Premises, and shall continue through the Commencement Date. The Term of this Lease shall commence on the Commencement Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender possession Tenant’s right to so occupy and utilize a portion of the Premises shall nevertheless be subject to Landlord’s reasonable approval, and throughout such partial occupancy, Tenant on shall fully cooperate with Landlord to facilitate Landlord’s Substantial Completion of any remaining or before outstanding Improvements without any interference. If Tenant occupies any portion of the Delivery Date or any other particular datePremises prior to Substantial Completion thereof, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this the provisions of the Lease shall not be void apply to such occupancy or voidable therebyuse of the Premises by Tenant, and except that the Term of the Lease shall not commence until 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delay.

Commencement Date. Upon The Commencement Date shall be the Effective earlier of (a) the date of Substantial Completion of the Tenant Improvements in the Premises and (b) the date Tenant commences to conduct business in the Premises. Landlord shall notify Tenant in writing at least five (5) Business Days in advance of the estimated Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within five (5) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. The conduct of business by Tenant from the Premises shall establish the Commencement Date as specified in the definition of that term and the establishment of such fact upon the commencement of the conduct of business shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify Tenant's acceptance of the Premises. Such commencement of the conduct of business shall further establish that the Premises are in good and satisfactory condition upon such commencement and the Commencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's architect or general contractor or the certificate of occupancy or the equivalent sign-off by the municipal building inspector shall be conclusive, except that any delay in receipt of such certificate or in Substantial Completion which is caused by Tenant or Tenant's Agents or caused by any of Tenants uncompleted work being contained in the same building permit as the Tenant Improvements shall be charged to Tenant in the amount of the daily Base Rent multiplied by the number of days of such delays. If on the Commencement Date, the terms and provisions hereof shall Punch List Work remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will endeavor to promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work Delay or postpone the occurrence of the Commencement Date. The Term Tenant shall make no changes to the Plans or the work reflected in the Plans without the prior written consent Of Landlord, which consent shall not be unreasonably withheld. If the estimated date of Substantial Completion changes at any time after Landlord has given notice pursuant to this Paragraph, then Landlord shall give at least five (5) Business Days advance notice of the new estimated date of Substantial Completion. If (a) Substantial Completion has not occurred by the date which is twelve (12) weeks after the Tenant Waiver Date (as defined in Section 4.5 of the Tenant Work Letter) (the "Target Date"), this Lease shall commence on the Commencement Date. 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 remain in full force and effect and shall not be void or voidable therebyvoidable; and (b) such delay is not due to any delays resulting from or arising out of any acts or omissions of Tenant or Tenant's Agents or any Force Majeure event (as defined below; provided, and however, that for purposes of this sentence, the Term term "Force Majeure" shall not commence until include any labor strikes, unless the Commencement 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 Commencement 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 be extended not include any labor strikes, unless the same are caused by one day for each day delivery the acts of Tenant or Tenant's Agents), 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, 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 effective upon delivery or written 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 thereof to Landlord on or before December 1the tenth (10th) day following the Outside Date, 2006, provided further, however, that then 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises waived its right to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by terminate this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delayunder this Section 2.5.

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 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 Scheduled Delivery Date or any other particular dateDate, 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 90th calendar 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 after 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 such notice by Tenant. Landlord shall be deemed to have tendered tenders possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancyArticle 4. Except as otherwise provided herein, no 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 on or before March 1, 2002, then, except to the extent caused by Unavoidable Delays, Tenant shall receive for each day of delay thereafter with respect to the Premises a credit against Fixed Rent in an amount equal to $20,100.00 per day. There If Landlord, despite its commercially reasonable efforts, is unable to Commence Construction by November 30, 2000, Landlord, upon written notice to Tenant delivered prior to December 15, 2000, shall have the right to terminate this Lease. For purposes of this Section 2.2, the term "Commences Construction" shall mean the date Landlord's pile-driving subcontractor mobilizes its pile-driving equipment on the Real Property. Landlord shall use its commercially reasonable efforts to cause the Base Building Work to be Substantially Complete on or before the Commencement Date. The Base Building Work shall be deemed to be "Substantially Complete" upon the date by which there remains no postponement incomplete or defective item of the Base Building Work that would materially adversely affect Tenant's intended use of the Premises and that Landlord has obtained (or as of the Commencement Date will have obtained) all necessary permits and approvals from Governmental Authorities with respect to the Base Building Work required for any delay in the tender legal occupancy of possession the Premises for the Permitted Use (subject to Substantial Completion by Tenant which results from any of the Initial Installations). Once the Commencement Date is determined, Landlord and Tenant Delayshall 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. Upon The Term of the Effective Lease shall commence ("Commencement Date") on the first day of the first full month following the date on which the Premises are Substantially Complete (as hereinafter defined) except that if Substantial Completion occurs on the first day of a month, the terms and provisions hereof that date shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Term of this Lease Premises shall commence be deemed to be "Substantially Complete" on the Commencement Dateearliest of the date on which: (1) Landlord files or causes to be filed with the City in which the Premises are located (if required) and delivers to Tenant an architect's notice of substantial completion, or similar written notice that the Premises are substantially complete, (2) Tenant commences business operations in the Premises, or (3) a certificate of occupancy is issued for the Premises. Unless sooner terminated or extended Landlord shall arrange for the construction of certain Tenant Improvements (as hereinafter provideddefined in the Work Letter), if any, in accordance with and subject to the Term shall end on terms of the Expiration DateWork Letter attached hereto as Exhibit "B". If Landlord does not tender possession Tenant shall, upon demand after delivery of the Premises to Tenant Tenant, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as Exhibit "C" acknowledging (i) the Commencement Date, (ii) the final square footage of the Premises, and (iii) Tenant's acceptance of the Premises. If the Premises are not Substantially Complete on or before the Delivery Date or any other particular dateEstimated Commencement Date, for any reason whatsoeverthis Lease shall remain in effect, Landlord shall not be liable for subject to any damage thereby, this Lease shall not be void or voidable therebyliability, and the Term Commencement Date shall not commence be delayed until the Commencement Datedate 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 Commencement Date shall be extended by one day for each day delivery Premises to Tenant with Substantial Completion of the Premises Tenant Improvements by the date which is delayed past six (6) months after Tenant's approval of the Delivery Date. In additionConstruction Drawings pursuant to Section 1 of the Work Letter, if the Delivery Date does not occur on or before November 1subject to any delays caused by Force Majeure and Tenant Delays, 2006 then Tenant shall have the right to terminate this Lease effective upon delivery or written thirty (30) days' notice thereof to Landlord on or before December 1, 2006, provided furtherLandlord; 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 not be entitled have no right to so terminate this Lease if the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant DelayLease.

Commencement Date. Upon April 1, 1997, unless the Effective DateCommencement Date is changed or the Lease is terminated as provided herein. In the event that the Leased Premises cannot be delivered to Tenant for occupancy on or before March 1, 1997, the terms and provisions hereof Commencement Date shall be fully binding on thirty days after the later to occur of (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date the Landlord has delivered possession of the Leased Premises to Tenant, free of all tenants and occupants. Tenant may occupy the Leased Premises for the 30-day period prior to the occurrence Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant will otherwise be required throughout the period of its occupancy prior to the Commencement DateDate to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date. Unless Date and, unless extended or sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Termination Date, as such dates are respectively defined herein. If Landlord does not tender possession Tenant may elect to accept delivery of a portion of the Leased Premises to Tenant on or before when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of 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 therebyLeased Premises, and the Term shall not commence until the Commencement Date. Notwithstanding the foregoing, the Commencement Date for such portion shall be extended by one day for each day delivery deemed the date of such acceptance of all 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 furtherLeased Premises; provided, however, that if Tenant shall not be entitled elects to so terminate this Lease if the Delivery Date occurs subsequent to November 1, 2006 but prior to accept delivery of a portion of the Leased Premises, then commencing on the date which is 30 days after such notice acceptance, it will be obligated to pay Base Rent on the occupied portion of the Leased Premises in an amount equal to the Base Rent specified in Exhibit B to the Lease, multiplied by a fraction, having as its numerator the number of rentable square feet contained within the portion of the Leased Premises so occupied by Tenant. Landlord shall be deemed to have tendered possession , and having as its denominator the number of rentable square feet contained within the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delayentire Leased Premises.

Commencement Date. Upon Landlord shall prepare the Effective Premises for Tenant's occupancy in accordance with the Plans and Specifications. Landlord's preparation of the Premises ("Landlord's Work") 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 (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. Taking of possession by Tenant of the whole or any part of the Premises shall establish the Commencement Date as specified in the definition of that term and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Such taking of possession shall further establish that the Premises are in good and satisfactory condition when possession was so taken and the Commencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's architect or general contractor shall be conclusive. If on the Commencement Date, the terms and provisions hereof shall Punch List Work remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. The Term Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of 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 DateLandlord. Notwithstanding anything to the foregoingcontrary herein contained, if the Commencement Date shall be extended not have occurred by one day the date ("Last Construction Completion Date") which IS [SEVEN (7)] months after the date of this Lease for each day delivery of the Premises is delayed past the Delivery Date. In additionany reason other than delays caused by Tenant or delays attributable to force majeure (see paragraph 6.8), 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 Lease, exercisable by giving Landlord a written thirty (30) day termination 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 after the Delivery Last Construction Completion Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery date which is fourteen (14) calendar days after the Last Construction Completion Date, time being of the essence in respect of Tenant's giving said notice. If the Commencement Date shall affect any other obligations occur on or before the thirtieth (30th) day following Landlord's receipt of Tenant hereundersuch notice, Tenant's termination notice shall be deemed null and void and of no further force or effect. There Notwithstanding anything to the contrary in the foregoing contained, there shall be no postponement of the Commencement Date for any if delay in Substantial Completion shall be due to any change required by Tenant in the tender of possession to Tenant which results from any Tenant DelayPlans and Specifications.

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

Commencement Date. Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date. 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 Scheduled Delivery Date or any other particular dateDate, 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 90th calendar 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 after 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 such notice by Tenant. Landlord shall be deemed to have tendered tenders possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancyArticle 4. Except as otherwise provided herein, no 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 on or before September 1, 2000, then, except to the extent caused by Unavoidable Delays, Tenant shall receive for each day of delay thereafter with respect to the Premises a credit against Fixed Rent in an amount equal to $8,000.00 per day. There Landlord shall use its commercially reasonable efforts to cause the Base Building Work to be Substantially Complete on or before the Commencement Date. The Base Building Work shall be deemed to be "Substantially Complete" upon the date by which there remains no postponement incomplete or defective item of the Base Building Work that would materially adversely affect Tenant's intended use of the Premises and that Landlord has obtained (or as of the Commencement Date will have obtained) all necessary permits and approvals from Governmental Authorities with respect to the Base Building Work required for any delay in the tender legal occupancy of possession the Premises for the Permitted Use (subject to Substantial Completion by Tenant which results from any of the Initial Installations). Once the Commencement Date is determined, Landlord and Tenant Delayshall 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. Upon The parties intend that the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term term of this Lease shall commence on September 1 (the "Target Commencement Date"), and shall expire on August 31, 2005, unless sooner terminated pursuant to the terms of this Lease. The date on which the term actually commences is referred to herein as the "Commencement Date" which shall be the later of (i) the Target Commencement Date, and (ii) the earlier of (a) the date on which Landlord substantially completes construction of the Tenant Improvements, and (b) the date on which Landlord would have substantially completed construction of the Tenant Improvements but for the Tenant's Delay (as defined below). When the Commencement Date. Unless sooner terminated or extended Date is ascertained as hereinafter providedaforementioned, the Term term shall end on commence and upon request of Landlord, Tenant shall execute a certificate or memorandum confirming the Commencement Date and 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 such notice by Tenant. Landlord shall be deemed to have tendered substantially completed construction of the Tenant Improvements when Landlord has substantially completed construction of the Tenant Improvements in accordance with Article 7 below. "Tenant's Delay" shall mean the amount of delay resulting from Tenant's failure to adhere to the time schedules and fulfill the obligations set forth in this Lease, including, but not limited to, those in Article 7 below. Notwithstanding the Target Commencement Date, if for any reason the Commencement Date occurs after the Target Commencement Date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or relieve Tenant of any of its obligations hereunder or extend the Term of this Lease. Upon execution of this Lease by Tenant and Landlord, Landlord will allow Tenant access to the Premises in order to install tenant improvements, fixtures, furnishings and equipment and to otherwise conduct business; provided that such early entry will be subject to all the terms and provisions of this Lease as though the Commencement Date had occurred, except for the payment of Rent and Additional Charges which commence as set forth in this Lease. If Landlord does not deliver possession of the Premises to Tenant upon within sixty (60) days after the giving Target Commencement Date (for any reason other than Tenant's Delay), as the same may be extended by written agreement of the parties, Tenant may, at Tenant's option, by written notice to Landlord within ten (10) business days thereafter, cancel the Lease, in which event the parties shall be discharged from all obligations under the Lease, and Landlord shall return any money previously deposited by Tenant. If such written notice by Tenant is not received by Landlord within such ten (10) day period, Tenant's right hereunder to Tenant stating that cancel the Premises are vacant, in the condition required by this Lease shall terminate and available for Tenant’s occupancy. Except as otherwise provided herein, be of no failure to tender possession of the Premises to Tenant on further force or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delayeffect.

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. (a) 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 January 1, 2009 (or such other date when the 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 one day 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 determined that the Premises are suitable for each day 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 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 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 (10) calendar days of occupancy of any “Punchlist” items, which Landlord if it is otherwise required to complete or correct such items, agrees to complete or correct, 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 is delayed past the Delivery Dateacceptable to Tenant and in good working order. In addition, if the Delivery Date does not occur on or before November 1, 2006 then Tenant shall have the right Landlord agrees to terminate this Lease effective upon delivery or written notice thereof repair any latent defects which are reported to Landlord on or before December 1, 2006, provided further, however, that in writing by Tenant shall not be entitled to so terminate this Lease if the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery within ten (10) calendar days of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure discovery and notification to tender possession Landlord of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delaysame.

Commencement Date. Upon Landlord shall prepare the Effective Premises for Tenants occupancy in accordance with the Plans and Specifications. Landlord's preparation of the Premises ("Landlord's Work") 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 (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. Taking of possession by tenant of the whole or any part of the Premises shall establish the Commencement Date as specified in the definition of that term and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Such taking of possession shall further establish that the Premises are in good and satisfactory condition when possession was so taken and the Commencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's architect or general contractor shall be conclusive. If on the Commencement Date, the terms and provisions hereof shall Punch List Work remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. The Term Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of 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 DateLandlord. Notwithstanding anything to the foregoingcontrary herein contained, if the Commencement Date shall be extended not have occurred by one day the date ("Last Construction Completion Date") which is seven (7) months after the date of this Lease for each day delivery of the Premises is delayed past the Delivery Date. In additionany reason other than delays caused by Tenant or delays attributable to force majeure (see paragraph 6.8), 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 Lease, exercisable by giving Landlord a written thirty (30) day termination 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 after the Delivery Last Construction Completion Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery date which is fourteen (14) calendar days after the Last Construction Completion Date, time being of the essence in respect of Tenant's giving said notice. If the Commencement Date shall affect any other obligations occur on or before the thirtieth (30th) day following Landlord's receipt of Tenant hereundersuch notice, Tenant's termination notice shall be deemed null and void and of no further force or effect. There Notwithstanding anything to the contrary in the foregoing contained, there shall be no postponement of the Commencement Date if delay in Substantial Completion shall be due to any change required by Tenant in the Plans and Specifications. In addition to the Tenant Improvements to be constructed as shown in Tenant's Plans and Specifications, subject to Landlord's approval of the Conduit Plan, as defined below, Landlord shall install a conduit ("Tenant's Conduit") to run telecommunications cabling between the Premises and other premises currently demised to Tenant in another building ("Building 500") in the Office Park. Tenant shall prepare plans and specifications (the "Conduit Plan") showing dimensions, materials, location and connection points of Tenant's Conduit for submission to Landlord for its approval or disapproval. Tenant's Conduit Plan shall specify materials having sufficient capacity to meet Tenant's anticipated telecommunications needs during the Lease Term. All costs for labor and materials associated with the installation of Tenant's Conduit, plus the Construction Management Fee in respect of such cost shall be borne solely by Tenant and shall be paid directly to Landlord in full prior to the commencement of any work associated with Tenant's Conduit. No portion of the Tenant Improvement Allowance or the 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 cost to procure materials for and/or install such substitute conduit (for purposes hereof, also to be deemed Tenant's Conduit), Landlord shall pay such incremental cost, and/or (ii) to install, at Landlord's own cost and expense, a separate conduit running alongside Tenant's Conduit for all or a portion of the 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. Tenant shall, at its own cost and expense, repair any and all damage to the Building, Building 500, the Land, paved areas, drives, walks, and landscaping or to Landlord's other facilities and equipment, and shall otherwise defend, indemnify and hold Landlord harmless for any delay in loss, cost, liability, damage or expense (including, without limitation, reasonable attorneys' fees) directly or indirectly arising out of the tender installation, use, maintenance or repair of possession to Tenant which results from any Tenant DelayTenant's Conduit, unless caused by Landlord's negligence.

Commencement Date. Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior Subject to the 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 foregoingfollowing provisions, the Commencement Date shall be the earlier of the date on which Tenant occupies the Premises for business, or the date on which preparation of the Premises in accordance with Tenant's Plans is substantially complete. For the purposes of this Agreement, the Premises shall be deemed "substantially complete" upon the issuance of a certificate of occupancy or temporary certificate of occupancy with respect to the Premises. The Premises shall be conclusively presumed to be delivered and accepted in full compliance with this Agreement on the Commencement date, except for defects of which Tenant gives Landlord written notice with reasonable specificity within ten (10) business days after the Commencement Date. If Landlord shall be delayed in substantially completing the Premises as a result of: A. Tenant's failure to furnish when due Tenant's Plans, approvals of quotations or revisions of Tenant's Plans; or B. Tenant's failure to file promptly the approved Tenant's Plans and the mechanical plans and specifications provided for in Article II hereof; or C. Extra Work; or D. Tenant's changes in Tenant's Plans subsequent to approval; or E. The performance or completion of work in the Premises by Tenant or by a person, firm or corporation employed by Tenant; or F. Any other act or omission caused by or on behalf of Tenant, including, without limitation, the breach by Tenant of its obligations under this Agreement; then Landlord shall not be responsible for any such delays and the Commencement Date shall be accelerated by the number of days of such delay. In addition, Tenant shall reimburse Landlord for any and all expenses, losses, costs and damages suffered by Landlord and caused by such delay. EXHIBIT "C" ----------- LETTER AGREEMENT AS TO TERM AND PREMISES Lakeside Commons Partners ("Landlord") and American Schools of Professional Psychology, Inc., an Illinois corporation ("Tenant"), do each hereby agree and certify to the other that the Term of that certain Tenancy Agreement between Landlord and Tenant dated December 4, 1992, commenced February 1, 1993 and will expire on the 31st day of August, 2003, unless extended by one day for each day or sooner terminated as may be provided in the Agreement. Tenant hereby acknowledges that it has accepted delivery of the Premises is delayed past in "substantially complete" condition as defined in the Delivery Date. In additionAgreement, if and that said Premises are in full compliance with all requirements of the Delivery Date does not occur on or before November 1Agreement, 2006 then except for defects of which Tenant shall have the right to terminate this Lease effective upon delivery or gives Landlord 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 with reasonable specificity within ten (10) business days from the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delaycommencement date referenced above.

Commencement Date. Upon The Commencement Date of the Effective Date, the terms and provisions hereof Lease shall be fully binding on Landlord 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 prior is legally permitted to occupy the occurrence Premises for the conduct of its business; (b) all Building systems are in good working order to support the operation of the Premises; and (c) the Tenant Improvements are complete excepting industry-standard punch-list items. 2.2.1 Notwithstanding the Scheduled Commencement Date. The Term of this Date set forth in the Basic Lease shall commence on the Commencement Date. Unless sooner terminated or extended as hereinafter providedProvisions, the Term shall end on the Expiration Date. If if for any reason Landlord does cannot tender deliver possession of the Premises to Tenant on or before the Delivery Date or any other particular said date, for any reason whatsoever, Landlord shall not be liable for subject to any damage therebyliability therefor, nor shall such failure affect the validity of this Lease shall not be void or voidable therebythe obligations of Tenant hereunder or extend the term hereof, and the Term shall not commence until the Commencement Date. Notwithstanding the foregoingbut in such case, 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 obligated to so terminate this Lease if the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on pay rent or before the Delivery Date shall affect perform any other obligations of Tenant hereunder. There shall under the terms of this Lease, except as may be no postponement otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within sixty (60) days following said Scheduled Commencement Date for any delay reason, other than Tenants Delays as defined in the tender Work Letter attached hereto as Exhibit "D" and delays beyond the reasonable control of possession Landlord, Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant which results a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be cancelled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant Delayis not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2 Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (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), such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

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 the Commencement Date. Unless Date and, unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Except as otherwise expressly provided in ARTICLE 4, if Landlord does not tender possession of the Premises to Tenant on or before the Delivery Date or any other particular 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 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 such notice by Tenant. Landlord shall be deemed to have tendered tenders possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no No failure to tender possession of the Premises to Tenant on or before the Delivery Date any specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of 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, 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. Such actions by Tenant shall be conclusive evidence, as against Tenant, that Landlord has completed the Abatement as described in Section 4.1 of this Lease, except for any delay Landlord’s Work as described in Section 4.3 of this Lease and Latent Defects as defined in Section 4.4 of this Lease. Tenant has accepted possession of the tender of possession to Tenant which results from any Tenant DelayPremises in its 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. Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior Notwithstanding anything to the occurrence contrary contained in Section 2.01 above, if Substantial Completion of the Tenant Improvements is delayed beyond the Target Commencement Date as a result of Tenant Delay, then, for purposes of determining 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 Substantial Completion 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 such notice by Tenant. Landlord Improvements shall be deemed to have tendered possession occurred on the date that Substantial Completion of the Premises Tenant Improvements would have occurred but for such Tenant Delay. Without limiting the foregoing, Landlord shall use commercially reasonable speed and diligence to Substantially Complete the Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant Improvements on or before the Delivery Date Target Commencement Date. Promptly following the Commencement Date, Tenant shall affect any other obligations execute Landlord’s Letter of Tenant hereunder. There shall be no postponement of Understanding in substantially the form attached hereto as Exhibit C and made a part hereof, acknowledging (x) the Commencement Date of this Lease, and (y) except for any delay punchlist items related to the Tenant Improvements, that Tenant has accepted the Leased Premises. If Tenant takes possession of and occupies the Leased Premises, Tenant shall be deemed to have accepted the Leased Premises and that the condition of the Leased Premises and the Building was at the time satisfactory and in conformity with the tender provisions of possession this Lease in all respects, subject to any punchlist items related to the Tenant which results from any Tenant DelayImprovements.

Commencement Date. Upon the Effective Date, the terms and provisions hereof The Commencement Date shall be fully binding on the date that is thirty (31) days after the Delivery Date (as defined below). The Commencement Date is projected to be April 1, 2016 (the “Projected Commencement Date”). Landlord and shall provide Tenant access to the Leased Premises thirty-one (31) days prior to the occurrence Commencement Date (the “Delivery Date”) to perform wiring and other similar work at such time as Landlord completes the Building in accordance with Exhibit B to a point where it can allow Tenant to safely begin Tenant’s Work; provided, Tenant acknowledges that Landlord and Landlord’s contractor shall be completing Landlord’s Work (as defined on Exhibit “B”), and Tenant’s entry for such purpose shall be subject to the reasonable supervision of the Commencement DateLandlord and Landlord’s contractor. The Term of this Lease shall commence on the Commencement “Projected Delivery Date. Unless sooner terminated or extended as hereinafter provided” is March 1, the Term shall end on the Expiration Date2016. If Landlord does Tenant is not tender possession of permitted to occupy the Leased Premises to Tenant on or before the Delivery Projected Commencement Date for reasons other than a Tenant Delay (as defined in Exhibit B), and, as a result, Tenant must continue to occupy its existing premises on a “hold-over” basis, then Tenant shall be provided a credit against Rent in the amount of up to $572,917.00 per month or any other particular datepartial month beyond the Projected Commencement Date that Tenant is not permitted to occupy the Leased Premises, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, but only if and to the Term shall not commence until extent Tenant actually pays such amount to its existing landlords and only to the Commencement Dateextent such amount is “hold-over” rent in addition to the base rent otherwise payable by Tenant to its existing landlords. Notwithstanding the foregoing, Tenant’s entry prior to the Commencement Date for the limited purposes described above shall be extended free of charge; provided, Tenant shall indemnify, hold harmless and defend Landlord against any damage or caused by one day Tenant or its agents and contractors. Tenant or Landlord may terminate this Lease if Landlord has not obtained the necessary government authority approvals for each day delivery of construction on or prior to February 1, 2015. If the Premises is delayed past the Delivery Date. In addition, if the Delivery Commencement Date does not occur on or before November 1180 days after the Delivery Date then, 2006 then except if delayed for reasons of force majeure, Tenant shall have have, as its sole remedy, the right to terminate this Lease effective upon delivery or written notice thereof to Landlord on or before December 1Lease. Tenant may, 2006as its sole remedy, provided further, however, that Tenant shall not be entitled to so terminate this Lease if Landlord has not commenced construction of the Delivery Date occurs subsequent Building on or prior to November April 1, 2006 but prior to delivery 2015 except if delayed for reasons of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delayforce majeure.

Commencement Date. Upon the Effective Date(a) The rights, the terms duties and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence obligations of the Commencement Date. The Term of parties under this Lease shall be effective upon the execution hereof, except that Tenant's obligation to pay rental hereunder shall commence upon the first to occur of the following dated (the "Commencement Date"): (1) the date on which the Leasehold Improvements in the Premises are substantially completed; or (2) thirty (30) days following the date on which Tenant takes possession of and occupies the Premises for installation of furniture or fixtures or otherwise; or (3) on the Estimated Commencement Date, provided a Certificate of Occupancy or a Temporary Certificate of Occupancy has been issued for the Premises by such date. Unless sooner terminated or extended as hereinafter provided, The Premises shall be deemed ready for occupancy when Landlord has substantially completed the Term shall end on the Expiration Date. work described in Exhibit "C" attached hereto. (b) If Landlord does not tender is unable to deliver possession of the Premises to Tenant on the Estimated Commencement Date because of the holding-over by any occupant of the Premises, or before because the Delivery Date Premises are not substantially completed, or for any other particular datereason, for any reason whatsoever, this Lease shall continue in effect and Landlord shall not be liable to Tenant or any third party for any damage therebysuch inability; provided, this Lease shall not be void or voidable thereby, and the Term shall not commence until the Commencement Date. Notwithstanding the foregoinghowever, the Commencement Date shall be extended by one day delayed (provided Tenant is not responsible for each day delivery of its inability to take possession) until that date 15 days after Landlord gives Tenant notice that the Premises is delayed past are ready for occupancy. If Landlord fails to give such notice within 180 days after the Delivery Estimated Commencement 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 by notice thereof to Landlord on or before December 1, 2006, provided further, however, that Tenant shall not be entitled within 10 days of the end of said 180 day period. If Landlord fails to so terminate give such notice within one year after the Estimated Commencement Date. this Lease if shall be null and void. (c) If Landlord gives Tenant permission to enter into possession of the Delivery Date occurs subsequent to November 1, 2006 but Premises prior to delivery of the Commencement Date, such notice by Tenant. Landlord possession shall be deemed to have tendered possession be upon all the terms, covenants, conditions and provisions of this Lease, including payment of the Rent. (d) If the substantial completion of the Premises by Landlord is delayed due to any act or omission of Tenant or Tenant's Representatives, including any delays by Tenant in the submission of plans, drawings, specifications or other information or in approving any working drawings or estimates or in giving any authorization or approval, the Premises shall be deemed substantially completed on the date when they would have been ready but for such delay. (e) The Premises shall be deemed substantially completed and ready for occupancy upon the giving issuance of notice a certificate of substantial completion by Landlord Landlord's architect or of a certificate of occupancy by the local building authority, notwithstanding that minor or insubstantial details of construction, mechanical adjustment or decoration remain to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delayperformed.

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. (A) The Term of this Lease shall commence on the date that Landlord notifies Tenant that it has substantially completed Landlord's Work. Within ten (10) days after the Commencement Date, Landlord's representative and Tenant's representative shall jointly examine the Premises and shall compile a list of any remaining items of work which Landlord may be obligated to complete ("punch list items"). Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender The taking of possession of the Premises to by Tenant on or before shall be deemed an acceptance of the Delivery Date or any other particular datePremises and an acknowledgment that Landlord's Work has been substantially completed, for any reason whatsoever, but Landlord shall not be liable for any damage therebythereafter complete the punch list items. (B) If Tenant takes possession of the Premises prior to the Commencement Date, this Tenant's obligation to pay Rent hereunder and to observe and perform all other conditions and agreements hereunder shall commence on such earlier date of possession, but the Term of the Lease shall not be void affected thereby. (C) In the event that substantial completion of Landlord's Work is delayed by reason of delays caused or voidable therebyoccasioned by Tenant, and then at Landlord's option the Term 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 shall commence on or before December 1, 2006, provided further, however, the date that Tenant shall not be entitled to so terminate this Lease if would have commenced had not the Delivery Date occurs subsequent completion of Landlord's Work been so delayed by Tenant (or as reasonably determined by Landlord) or such occurrence shall constitute a default on the part of Tenant hereunder entitling Landlord to November 1, 2006 but prior to delivery exercise all rights and remedies provided for herein in the event of such notice by Tenant. Landlord 's default. (D) Landlord's Work shall be deemed to have tendered possession of been substantially completed when the Premises to Tenant upon may be lawfully occupied and the giving of notice by Landlord to Tenant stating that heating, ventilation, air conditioning, mechanical and elevator systems serving the Premises are vacantoperable. (E) Tenant shall, in upon the condition required by demand of Landlord, promptly execute, acknowledge and deliver to Landlord an instrument substantially similar to that annexed hereto as Exhibit E, confirming the dates of commencement and expiration of the Term of this Lease and available for Tenant’s occupancy. Except such other matters as otherwise provided herein, no failure to tender possession of the Premises to Tenant are set forth on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delay.Exhibit E.

Commencement Date. Upon Notwithstanding anything contained herein to the Effective Date----------------- contrary, the terms and provisions hereof Commencement Date shall be fully binding on Landlord and Tenant prior deemed to be the occurrence earlier of: (a) the date Tenant, or any person occupying any portion of the Commencement Date. The Term Premises with Tenant's permission, commences business operations from the Premises, or (b) the first (1st) business day following the date of this Lease shall commence on Landlord's delivery of the Commencement Date. Unless sooner terminated or extended Premises to Tenant upfitted in accordance with the Plans (as hereinafter provideddefined) or the date upon which Landlord would have delivered the Premises to Tenant upfitted in accordance with the Plans but for Tenant Delays (as hereinafter defined). Landlord shall act in good faith and use diligent efforts to (i) commence the Tenant Improvements (as hereinafter defined) as soon as reasonably practical under the circumstances following the completion of the Plans), the Term shall end on the Expiration Date. If Landlord does not tender and (ii) deliver exclusive 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, with Landlord's Work and the Term shall not commence until Tenant Improvements all Substantially Completed in accordance with 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises Plans to Tenant on or before that date (the Delivery Date shall affect any other obligations "Target Date") which is twelve (12) full weeks following the issuance of a building permit by the applicable governmental authority for the Tenant hereunderImprovements (Landlord agreeing to use diligent efforts to obtain a building permit). There shall be no postponement Prior to Tenant's occupancy of the Commencement Date Premises, the parties shall agree on certain "punchlist" items to be completed after Tenant's occupancy, and Landlord agrees to complete such punchlist items promptly after occupancy but in no event more than sixty (60) days after the date Tenant takes possession of the Premises except for any delay in the tender of possession to Tenant which results from any Tenant Delaydelays beyond Landlord's reasonable control.

Commencement Date. Upon 2.4.1 Landlord shall complete the Effective Tenant Improvements in accordance with 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 (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 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 (3) 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, the terms and provisions hereof shall Punch List Work remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. The Term Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of this Lease shall commence on the Commencement Date. Unless sooner terminated or extended as hereinafter providedLandlord, 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 which consent shall not be liable 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 therebythe Landlord's work, this Lease Tenant shall not be void or voidable therebyresponsible for the damage caused Landlord. Further, any such delay in Substantial Completion shall be deemed "Tenant Delay" 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 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 Premises is delayed past Tenant Improvements within one hundred twenty (120) days after the Delivery Date. In additiondate of this Lease (subject to extension for Tenant Delay and for events of force majeure as provided in Paragraph 6.8), if the Delivery Date does not occur on or before November 1, 2006 then Tenant shall have the right to terminate cancel this Lease effective upon delivery or not less than fifteen (15) days written notice thereof given to the Landlord on or before December 1, 2006prior to the date that the Landlord has achieved Substantial Completion, provided further, however, that Tenant such cancellation shall not be entitled to so terminate void and this Lease if shall continue in full force and effect in the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating event that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant DelayLandlord achieves Substantial Completion within such fifteen (15) day period.

Commencement Date. Upon the Effective DateIf this Lease is not terminated pursuant to Section 2.1 above or Section 2.4 below, the “Commencement Date” shall occur on the earlier of: (i) the date of Substantial Completion of the Tenant Improvements (as such terms are defined in Exhibit B attached hereto), or (ii) the date which is three (3) months following the Delivery Date as determined as provided in Section 2.3 below, subject to any Landlord Delay, Force Majeure Delay not to exceed ninety (90) days and provisions hereof Tenant Plan Delay (not to exceed ninety (90) days (as such terms are defined in Exhibit B). Tenant shall use Landlord’s Contractor (as defined below) for the Tenant Improvements, subject to (i) Tenant’s approval, which shall not be fully binding on unreasonably withheld or delayed if the bids submitted are competitive, of the bids submitted by Landlord’s Contractor and its subcontractors, and (ii) Tenant’s right to audit Landlord’s Contractor’s books and records with respect to the Tenant Improvements as set forth in Exhibit B attached hereto. Within ten (10) business days after written request by Landlord (which request shall not be made until Substantial Completion of the Tenant Improvements has occurred in all the Buildings), Landlord and Tenant prior shall execute a written amendment to this Lease, substantially in the form of Exhibit D hereto, wherein the parties shall specify the actual Commencement Date as calculated as set forth above (which such date shall be the “Commencement Date” for all purposes of this Lease), the Expiration Date and the date on which Tenant is to commence paying Rent. The word “Term” whenever used herein refers to the occurrence of the Commencement Date. The Term initial term of this Lease shall commence on the Commencement Dateand any valid extension(s) or renewal(s) thereof. Unless sooner terminated For avoidance of doubt, Tenant’s occupancy of one or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender possession more Buildings for purposes of commencing business operations prior to Substantial Completion of the Premises to Tenant on or before Improvements in all of the Delivery Date or any other particular date, for any reason whatsoever, Landlord Buildings 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, deemed to modify the Commencement Date or the Expiration Date of this Lease, but Tenant’s obligation to pay Rent for such Building or Buildings shall be extended by one day for each day delivery of as set forth in the Premises is delayed past the Delivery Date. In addition, if the Delivery Date does not occur on or before November 1, 2006 then Basic Lease Information and Tenant shall have be subject to all the right to terminate other terms and conditions of this Lease effective upon delivery or written notice thereof with respect 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease particular occupancy and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delaybusiness operations.

Commencement Date. Upon the Effective Date, the terms and provisions hereof The Commencement Date set forth in Article 1 shall be fully binding on Landlord delayed and Tenant prior Base Rent shall be abated to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If extent that Landlord does not tender fails to deliver 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 on the Term shall not commence until the intended Commencement Date, including but not limited to holding over by prior occupants, except to the extent that Tenant, its contractors, agents or employees in any way contribute to such failure. Notwithstanding the foregoingIf Landlord so fails for a sixty (60) day initial grace period, the Commencement Date shall or such additional time as may be extended by one day for each day delivery necessary due to fire or other casualty, strikes, lock-outs or other labor troubles, shortages of the Premises is delayed past the Delivery Date. In additionequipment or materials, if the Delivery Date does not occur on governmental requirements, power shortages or before November 1outages, 2006 then acts or omissions of Tenant or other Persons, or other causes beyond Landlord’s reasonable control, Tenant shall have the right to terminate this Lease effective upon delivery or by written notice thereof to Landlord on or before December 1, 2006, provided further, however, that Tenant any time thereafter up until Landlord delivers the Premises to Tenant. Any such delay in the Commencement Date shall not subject Landlord to liability for loss or damage resulting therefrom, and Tenant’s sole recourse with respect thereto shall be entitled the abatement of Base Rent and right to so terminate this Lease if described above. Upon any such termination, Landlord and Tenant shall be entirely relieved of their obligations hereunder, and any Security Deposit and Rent payments shall be returned to Tenant. If the Delivery Commencement Date occurs subsequent to November 1is delayed, 2006 but the Expiration Date shall be similarly extended (in which case, the parties shall confirm the same in writing). Tenant may enter the Premises during the seven (7) day period prior to delivery the intended Commencement Date (“Early Entry Period”) only for purposes of such notice installing its furniture, fixtures and equipment (including telecommunications and computer equipment) and for purposes of moving into the Premises, (but not for occupancy or the operation of Tenant’s business). During the Early Entry Period, Tenant shall comply with all terms and provisions of this Lease, except those provisions requiring the payment of Rent. If Tenant shall be permitted by Tenant. Landlord in writing to enter the Premises prior to the intended Commencement Date for the purpose of occupying the same, then the Commencement Date shall be deemed to have tendered possession be such date of occupancy. Landlord shall permit early entry other than the Premises Early Occupancy Period in its sole and absolute discretion and only by giving Tenant prior written notice thereof. At any time during the Term, Landlord may deliver to Tenant upon the giving of a written notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of setting forth the Commencement Date for any delay and other reasonable dates and information relating to this Lease (“Notice of Lease Dates”), which notice Tenant shall execute and return to Landlord within five (5) days of receipt thereof, and thereafter the dates set forth on such notice shall be conclusive and binding; Tenant’s failure to timely execute and deliver the Notice of Lease Dates shall constitute an acknowledgment by Tenant that the statements included in the tender of possession to Tenant which results from any Tenant Delaysuch notice are true and correct, without exception.

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 the Commencement Date. Unless Date and, 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 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 the Commencement Date. Notwithstanding the foregoing, the Commencement Date shall be extended by one day for each day delivery Landlord tenders possession 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no Landlord shall provide Tenant with at least 10 days’ prior notice of the date Landlord reasonably anticipates will be the Commencement Date. No failure to tender possession of the Premises to Tenant on or before the Delivery Date 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 tender delivery of possession of the Premises to Tenant which results from any Tenant DelayDelay 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, 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 of the Initial Installations, except to the extent that Tenant is authorized in this Lease or by Landlord’s agreement to do any of the foregoing without being deemed to have accepted possession of the Premises. The provisions of this Section 2.2 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirement.

Commencement Date. Upon The term "Commencement Date" shall mean the Effective Datedate when all of the following have occurred with respect to a Building: (i) all of the Base Building and Tenant Improvements for the Building to be constructed by Landlord have been Substantially Completed, (ii) a certificate of occupancy and/or a conditional use permit (not subject to restrictions which would materially limit Tenant's use and operation of the Building) or other such document has been issued for the Building by the applicable governing authority, if required, (iii) the Building has been delivered to Tenant as evidenced by delive1y of the keys, and (iv) in the case of Office B, the terms and provisions hereof pm·king structure has been completed. Landlord shall be fully binding on Landlord and provide Tenant with access to a Building prior to the occurrence Commencement Date for that Building for purposes of installing its fixtures and equipment, preparing the Building for Tenant's use and occupancy, or for any other purpose permitted by Landlord, provided that (1) such access is in compliance with Applicable Laws, (2) Tenant shall not unreasonably interfere with the work to be performed by Landlord in the Building, and (3) that all provisions of the Lease, other than the provisions for payment of any rent or additional rent for the Building, shall apply during such early occupancy period. Tenant or a Tenant­ Related Party (as such term is defined in the Lease) may exercise this privilege only if (i) Tenant or such Tenant-Related Party ensures that its employees and contractors and those of its agents do not interfere with construction of the Building, (ii) Tenant or such Tenant-Related Party takes such reasonable protective precautions or measures as Landlord and/or the General Contractor may reasonably request, given the state of construction of the Building at the time of such entry, and (iii) Tenant or such Tenant-Related Party signs a liability waiver in such form as required by the General Contractor's or Landlord's insurer, if required by such insurer with such form to be reasonably acceptable to Tenant, the General Contractor and/or Landlord's insurer. If the Tenant Improvements for a Building are substantially completed prior to the Commencement Date. The Term Date for a Building, Tenant shall be allowed to use and occupy that Building prior to the Commencement Date for that Building, and Tenant shall be subject to all of the provisions of this Lease during any such early occupancy period except, where the use and occupancy is not for Tenant's intended ongoing use for the Building, the provisions concerning Base Rent which shall commence on the Commencement Date. Unless sooner terminated or extended as hereinafter provided, Date for 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, Building and the Term shall not commence until the Commencement Date. Notwithstanding the foregoing, the Commencement Date for the Building shall be extended by one day the date otherwise provided in the Lease for each day delivery commencement, rather than the date of early occupancy. Tenant's obligation to pay the additional rent related to Expenses shall begin as of Tenant's occupancy of all or any portion of the Premises is delayed past Premises. Notwithstanding that the Delivery Date. In additionCommencement Date for a Building has not have occun-ed, if in the Delivery Date does not occur on event Tenant or before November 1a Tenant-Related ▇▇▇▇▇ occupies space (other than common areas) within the Building for the Tenant's intended use for the space during the term of the Lease, 2006 then Tenant Monthly Base Rent shall have the right to terminate this Lease effective upon delivery or written notice thereof be payable to Landlord on or before December 1with respect to such space, 2006, provided furtherprovided, however, that in the event Tenant shall not be entitled to so terminate this and/or Tenant-Related Parties occupy more than 50% of the space within a Building for Tenant's intended use for the space during the te1m of the Lease if (excluding common areas), the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord Monthly Base Rent for the entire Building shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease due and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delaypayable.

Commencement Date. Upon Except as otherwise set forth herein, the Effective “Commencement Date” shall occur on November 1, 2010. Prior to the Commencement Date, Seller shall have no obligation to sell and deliver Product and Buyer shall have no obligation to purchase and accept Product: provided, however, the Parties may mutually agree to sell and purchase Product prior to the Commencement Date on the terms and provisions hereof conditions of this Contract but in no event will Buyer have an obligation to purchase the minimum Monthly quantity requirement of Product (set forth below). Seller shall be fully binding keep Buyer informed of Seller’s projected completion date for the propylene production facility. Prior to Commencement Date. Seller shall have the option on Landlord and Tenant prior up to the occurrence of two occasions to delay the Commencement Date: provided however, Seller shall notify Buyer of any such delay by providing at least ninety (90) 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 Term 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 Lease shall commence Contract on the Commencement Date, then until the completion of the construction of Seller’s propylene plant and Seller’s commencement of deliveries required hereunder, Buyer’s sole remedy shall be the right to procure replacement quantities of Product, up to a Monthly quantity of 21.750.000 pounds, and charge Seller with the additional costs paid by Buyer for such replacement quantities in excess of the costs that Buyer would have been obligated to pay Seller hereunder. Unless sooner terminated or extended as hereinafter providedAs to any replacement quantities purchased by Buyer, Buyer shall use commercially reasonable efforts to minimize the Term shall end on the Expiration Datepurchase price of such replacement Product. If Landlord does not tender possession the completion of the Premises to Tenant on or before the Delivery Date or any other particular dateconstruction of Seller’s propylene plant and Seller’s commencement of deliveries required hereunder has not occurred by March 31, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby2011, and the Term shall such delay has not commence until the Commencement Date. Notwithstanding the foregoingbeen caused by Force Majeure Event(s), 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 Buyer shall have the right to terminate this Lease effective upon delivery or Contract by providing Seller with thirty (30) days prior written notice, which notice thereof to Landlord on or before December 1must be provided, 2006if at all, 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 such notice by Tenant. Landlord shall be deemed to have tendered possession the completion of the Premises to Tenant upon the giving construction of notice by Landlord to Tenant stating that the Premises are vacant, in the condition Seller’s propylene plant and Seller’s commencement of deliveries required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delay.

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 (a) Unless postponed under this Lease shall commence on the Commencement Date. Unless sooner terminated paragraph 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 foregoingunder paragraph 2.02(b), the Commencement Date shall be extended by one day for each day delivery the date the Tenant is tendered the Premises. The taking 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises by Tenant shall be deemed conclusively to Tenant upon the giving of notice by Landlord to Tenant stating establish that the Premises are vacantin good and satisfactory condition as of when possession was taken and that Tenant has 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 made by Landlord, unless such are expressly set forth in the condition required by this Lease. If this Lease is executed before the Premises become vacant or otherwise available and available ready for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender or if any present tenant or occupant of the Premises holds over, and Landlord cannot acquire possession of the Premises prior to the Commencement Date, Landlord shall not be deemed to be in default hereunder, and Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement 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 for Date; and Landlord hereby waives payment of rent covering any delay in period prior to the tender tendering of possession to Tenant which results from any hereunder. After the Commencement Date, Tenant Delayshall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises.

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 DateTenant. 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 Commencement 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no No failure to tender possession of the Premises to Tenant on or before the Delivery Commencement Date shall affect any other obligations of Tenant hereunder. There For purposes of determining whether Tenant has accepted possession of the Premises, Tenant shall be no postponement 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 Commencement Date 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, Landlord shall grant Tenant access to the Premises on November 1, 2009 for any delay 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 tender Work Letter may not be Substantially Complete, and that Tenant shall coordinate such early entry with both Landlord’s facility management team and with the Contractor, abide by all reasonable safety requirements of possession the Contractor and to Tenant which results from any Tenant Delayuse its reasonable efforts to not delay or impede performance of the Initial Installations.

Commencement Date. Upon (A) Landlord shall endeavor to tender delivery to Tenant of the Effective Premises in the condition required hereunder on or before the Commencement Date; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that Landlord shall deliver to Tenant possession of the Premises on a date other than the date specified in ITEM 6 of the Basic Lease Provisions, the Commencement Date shall be deemed to be the date on which Landlord tenders possession of the Premises, either physically or by written notice, to Tenant with the Material Landlord's Work substantially completed (the "DELIVERY CONDITION"). If this Lease is executed before the Premises shall become vacant or otherwise available, or if any present tenant or occupant of the Premises holds over, and Landlord cannot acquire possession of the Premises in time to deliver them by the Commencement Date, or if delivery to Tenant of the terms and provisions hereof shall be fully binding on Landlord and Tenant prior Premises is delayed for any other reason, except to the occurrence extent expressly provided otherwise in Paragraph 1.3.2(b) or Paragraph 3.1.4, below, 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 or other delay in delivery. Subject to Paragraph 1.3.2(b), below, Tenant agrees to accept possession of the Premises on the date on which Landlord is able to tender delivery of the same, which date shall thenceforth be deemed the Commencement Date. The After the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises specifying the Commencement Date. (B) Notwithstanding the foregoing, in the event that Landlord shall fail to tender to Tenant delivery of possession of the Premises in the Delivery Condition on or before the Outside Delivery Date (defined below) or the Absolute Delivery Date (defined below), Tenant may elect to terminate this Lease by delivery to Landlord of a notice (the "TERMINATION NOTICE"), which termination shall be effective thirty (30) days after Landlord's receipt of the Termination Notice; provided, however, that in the event that, within such thirty (30) day period, Landlord shall tender to Tenant delivery of possession of the Premises in Delivery Condition, the Termination Notice shall be null, void and of no force or effect and the Term of this Lease shall commence on the Commencement Datedate on which Landlord shall tender to Tenant delivery of Possession of the Premises in the Delivery Condition. Unless sooner terminated or extended as hereinafter As used herein, "OUTSIDE DELIVERY DATE" shall mean March 1, 2006 and "ABSOLUTE DELIVERY DATE" shall mean April 1, 2006; provided, however, that notwithstanding anything to the Term contrary herein, (i) each of the Outside Delivery Date and the Absolute Delivery Date shall end be extended on a day for day basis for each day of Tenant Delay (defined below) and (ii) the Expiration Outside Delivery Date (but not the Absolute Delivery Date) shall also be extended on a day for day basis for each day of Qualifying Holdover Delay (defined below) (with the parties hereto agreeing that notwithstanding anything to the contrary in this Lease (including, without limitation, in Section 3.1.4, below), the Absolute Delivery Date shall be extended only as a result of Tenant Delays and not for any other reason). If Landlord does not tender As used herein, "TENANT DELAY" shall mean any delay in the delivery of possession of the Premises and substantial completion of the Landlord's Work caused by or relating to (A) any breach by Tenant on or before of the Delivery Date provisions of this Lease, (B) any failure of Tenant to timely take any action required to be taken by Tenant hereunder; (C) any changes requested by Tenant to the Landlord's Work; (D) any interference by Tenant or any other particular dateTenant's Party with the performance of the Landlord's Work; and (E) any other event specified to be a Tenant Delay in this Lease. For purposes hereof, for a "QUALIFYING HOLDOVER DELAY" shall mean any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and delay in 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 possession of the Premises is delayed past and substantial completion of the Delivery Date. In addition, if Landlord's Work caused by or relating to any failure by any tenant occupying the Delivery Date does not occur on Premises or before November 1, 2006 then Tenant shall have the right to terminate this Lease effective upon delivery or written notice any portion thereof to surrender to Landlord on possession of its premises or before December 1, 2006, provided furtherany portion thereof upon the expiration of termination of the term of its lease (a "CURRENT TENANT HOLDOVER"); provided, however, that no such Current Tenant Holdover by any such 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 such notice by Tenant. cause a Qualifying Holdover Delay unless Landlord shall be deemed use commercially reasonable efforts to have tendered possession of the Premises cause such Current Tenant Holdover to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except end as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delaysoon as reasonably possible.

Commencement Date. Upon the Effective The "Commencement Date, the terms and provisions hereof " shall be fully binding the date upon which the Premises have been substantially completed in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"). Landlord and shall notify Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on the Commencement Date. Unless sooner terminated or extended in writing as hereinafter provided, the Term shall end on the Expiration Date. If soon as Landlord does not tender possession of deems 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 Datesubstantially completed. 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating event that the Premises are vacantnot substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (5) days after Tenant receives such notice. Landlord shall have a reasonable time after delivery of Tenant's notice in which to take such corrective action as may be necessary, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the condition required Premises are substantially completed. Taking of possession by this Lease Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and available Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for Tenant’s occupancy. Except as otherwise provided herein, no failure those uncompleted items set forth in writing by Tenant prior to tender Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises to Tenant on or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Delivery Date shall affect Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard form. In the event of any other obligations dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Tenant hereunder. There Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be no postponement conclusive evidence of such completion, effective on the date of the Commencement Date for delivery of any delay in the tender of possession such certificate to Tenant which results from any Tenant DelayTenant.

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"COMMENCEMENT DATE") which is the earlier to occur of (i) the Effective Date or (ii) the date on which Landlord completes the acquisition of title to the Real Property. Immediately following the close of escrow of Landlord's purchase of the Real Property, Landlord shall advise Tenant in writing of the same. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date"EXPIRATION DATE" specified in Article 1. If Landlord does not tender possession of the Premises Block One to Tenant on or before the Delivery Scheduled Rent Commencement Date (Block One) or any other particular dateBlock Two by the Scheduled Rent Commencement Date (Block Two), for any reason whatsoever, Landlord shall not be liable for any damage thereby, and this Lease shall not be void or voidable thereby, and the Term shall not commence until 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no No failure to tender possession of the applicable portion of the Premises to Tenant on or before the Delivery Scheduled Rent Commencement Date (Block One) or the Scheduled Rent Commencement Date (Block Two), 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). There In addition, Landlord covenants and agrees not to amend the lease with Chevron Corporation in order to grant Chevron Corporation the right to remain in possession of Block Two after May 31, 2000. In addition, if Landlord is unable to tender Block Two to Tenant on or before May 31, 2000, but Landlord has other available units of space within the Building (the "TEMPORARY SPACE"), then Landlord may (if Landlord elects to do so in its sole discretion), make such Temporary Space available for Tenant's use and occupancy for a period not to exceed 60 days. If Tenant elects to occupy such Temporary Space, Tenant shall 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, Tenant shall be no postponement 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 is authorized in this Lease or by Landlord's agreement to do any of the Commencement Date for any delay in foregoing without being deemed to have accepted possession of the tender of possession to Tenant which results from any Tenant Delay.Premises. \

Commencement Date. Upon The Term of the Effective Lease shall commence ("Commencement Date") on the first day of the first full month following the date on which the Premises are Substantially Complete (as hereinafter defined) except that if Substantial Completion occurs on the first day of a month, the terms and provisions hereof that date shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Term of this Lease Premises shall commence be deemed to be "Substantially Complete" on the Commencement Dateearliest of the date on which: (1) Landlord files or causes to be filed with the City in which the Premises are located (if required) and delivers to Tenant an architect's notice of substantial completion, or similar written notice that the Premises are substantially complete, (2) Tenant commences business operations in the Premises, or (3) a certificate of occupancy is issued for the Premises. Unless sooner terminated or extended Landlord shall arrange for the construction of certain Tenant Improvements (as hereinafter provideddefined in the Work Letter), if any, in accordance with and subject to the Term shall end on terms of the Expiration Date. If Landlord does not tender possession Work Letter attached hereto as EXHIBIT B. Tenant shall, upon demand after delivery of the Premises to Tenant Tenant, execute and deliver to Landlord a Commencement Date Memorandum in the form attached hereto as EXHIBIT C acknowledging (i) the Commencement Date, (ii) the final square footage of the Premises and any necessary adjustments to Base Rent, rental adjustments, Tenant's Building Share or Tenant's Site Share as provided in Section 1.1 above, and (iii) Tenant's acceptance of the Premises. If the Premises are not Substantially Complete on or before the Delivery Date or any other particular dateEstimated Commencement Date, for any reason whatsoeverthis Lease shall remain in effect, Landlord shall not be liable for subject to any damage thereby, this Lease shall not be void or voidable therebyliability, and the Term shall not commence until the Commencement Date. Notwithstanding the foregoing, the Commencement Date shall be extended by one day for each day delivery of delayed until the date the Premises is delayed past are Substantially Complete. Tenant acknowledges that it has had an adequate opportunity to inspect and investigate all matters relevant to the Delivery Date. In additionPremises, if the Delivery Date does not occur on or before November 1using experts and other qualified professionals, 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, and 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating has determined that the Premises are vacant, in the condition required by this Lease and available acceptable for Tenant’s occupancy's use. Except as otherwise Tenant further acknowledges that, except to the limited extent, if any, specifically provided hereinin this Lease, no failure to tender possession neither Landlord nor any broker or agent has made any representations or warranties in connection with the physical condition of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date their fitness for Tenant's use upon which ▇▇▇▇▇▇ has relied directly or indirectly for any delay in the tender of possession to Tenant which results from any Tenant Delaypurpose.

Commencement Date. Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant shall use their best efforts to complete the Building and the Initial Tenant Improvements in accordance with Exhibit D hereto on the Target Commencement Date or as soon thereafter as practicable. The determination of the Commencement Date with respect to 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 occurrence date that the Initial Premises will be completed for occupancy or (II) the date the entirety of the Commencement DateInitial Premises is in fact delivered to Tenant with all of Landlord's Work and the Initial Tenant Improvements substantially completed, or (B) such earlier date as Landlord would have been able to so deliver the entire Premises to Tenant but for Tenant Delay (defined below). The Term of this Lease Subject to Tenant Delay or other causes beyond Landlord's control, Landlord 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 use its best efforts to deliver the Premises to Tenant on or before no later than 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 completion date specified in the Term shall not commence until the Commencement Date30 Day Notice. Notwithstanding the foregoing, the Commencement Date shall be extended by one day deemed to have occurred with respect to the Initial Premises on the date Tenant first occupies the Initial Premises for each day delivery of the Premises is delayed past the Delivery Date. In additionnormal business operations, if such date is earlier than the Delivery dates described above. The Commencement 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 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 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 so terminate this Lease if the Delivery Date occurs subsequent to November 1issuance of a temporary Certificate of Occupancy for the Initial Premises, 2006 but prior to delivery for Tenant Delay; (3) The lobby of the Building and the entrances and public portions (including the garage), stairways, corridors and elevators (including freight elevators) of 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 notice by Tenant. Landlord areas or materially interfere with their use for normal purposes) and shall be deemed in a clean and orderly condition affording reasonable access to have tendered possession all portions of the Premises to Initial Premises, or would be in such condition but for Tenant upon Delay; and (4) The exterior of the giving Building (including the installation of notice by Landlord to Tenant stating that the Premises are vacant, glass therein) shall have been completed except for (A) minor portions thereof which in the condition required by this Lease and available for aggregate do not materially affect Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession 's use of the Premises to Tenant on or before Premises, and (B) any part thereof the Delivery Date shall affect any other obligations non-completion of Tenant hereunder. There which shall be no postponement of the Commencement Date for any delay in the tender of possession due to Tenant which results from any Tenant Delay.

Commencement Date. Upon The Commencement Date shall be at the Effective later to occur of: (a) The Delivery Date, or (b) the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Substantial Completion 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 Datedefined in Section 3.2(d). Notwithstanding the foregoing, if Tenant’s personnel shall occupy all or any part of the Premises for the conduct of its business prior to the Commencement Date as determined pursuant to the preceding sentence, such date of occupancy shall, 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 extended by one day for each day delivery deemed to be subject to all of the Premises is delayed past the Delivery Date. In addition, applicable provisions of this Lease as if the Delivery Commencement Date does not occur had occurred, except that (i) there shall be no obligation on the part of Tenant solely because of such access to pay any Annual Fixed Rent or before November 1Additional Rent for Taxes or Operating Costs for any period prior to the Rent Commencement Date, 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 and (ii) 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 such notice by Tenant. Landlord shall be deemed thereby to have tendered taken or accepted possession of the Premises or any portion thereof. If Tenant fails or refuses to Tenant comply or cause its contractors to comply with any of the obligations described or referred to above, then immediately upon the giving notice to Tenant, Landlord may revoke Tenant’s rights of notice by Landlord access to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of until the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant DelayDate.

Commencement Date. Upon (a) Landlord, at its cost and expense, will complete the Effective DateLandlord's Work (as defined and described in Exhibit C) and obtain a Certificate of Occupancy for the Building, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence commencement of construction of the Commencement Date. The Term Improvements (as defined and described in Exhibit C) in the Premises [except for that portion of this Lease shall commence on Landlord's Work related to the Commencement Date. Unless sooner terminated or extended installation of certain variable air volume boxes in the Premises ("Landlord VAV Work, " as hereinafter provideddefined in Paragraph A.2 of Exhibit C), which the Term shall end on the Expiration Date. If parties acknowledge will be completed by Landlord does not tender after Landlord's delivery of possession of the Premises to Tenant but prior to: (i) January 31, 2000, with respect to the third and fifth floor portions of the Premises, and (ii) with respect to the remaining portions of the Premises, within forty - five (45) days following the Tenant's commencement of construction with respect to each portion of the Premises [which commencement of construction shall be no earlier than the date by which Tenant has received written approval from Landlord of Final Plans (as defined in Exhibit C) for the Improvements (as defined in Exhibit C) for such portion of the Premises (which Final Plans shall contain all necessary details and specifications regarding such Landlord VAV Work)] (collectively, "VAV Completion Dates"). Following Landlord's delivery of possession of the Premises in accordance with the terms hereof, the Improvements will be constructed in the Premises at Tenant's expense (subject to contribution from Landlord in the form of the Tenant Allowance, as defined and provided in Exhibit C). Tenant will act as construction manager with respect to the performance of the Improvements. Landlord and Tenant will cooperate in order to allow Tenant to timely complete the Improvements and Landlord to timely complete the Landlord VAV Work following the delivery of possession of the Premises to Tenant. (b) Landlord shall substantially complete Landlord's Work (other than the Landlord VAV Work), obtain a Certificate of Occupancy for the Building and deliver possession of the Premises to Tenant in order to allow Tenant to complete the Improvements therein. On the date that Landlord substantially completes Landlord's Work (except for the Landlord VAV Work) and obtains such Certificate of Occupancy, Landlord shall deliver possession of the Premises to Tenant, and such date shall be deemed the "Delivery Date," as such term is used herein. The parties shall both execute and deliver (which delivery may be made initially by delivery of executed signature pages via facsimile to the parties' respective counsel) this Lease on or before such Delivery Date, which date is targeted to be January 7, 2000. However, if the Delivery Date is delayed beyond such targeted Delivery Date or any other particular date, for any reason whatsoeverdate scheduled or targeted as the Delivery Date by mutual agreement of Landlord and Tenant, Landlord shall not be liable for have any damage thereby, liability whatsoever to Tenant on account of such failure to deliver possession of the applicable portion of the Premises to Tenant (except as expressly provided in this subparagraph (b)) and this Lease shall not be rendered void or voidable therebyas a result of such delay. However, and the Term shall not commence until the Commencement Date. Notwithstanding notwithstanding the foregoing, if Landlord does not deliver possession of the Premises to Tenant in accordance with the foregoing terms on the targeted Delivery Date, provided that such delay is not caused solely by an act or omission of Tenant or Tenant's employees, agents or contractors, Tenant shall receive a credit against its first occurring Base Rent obligations hereunder beginning on the Commencement Date shall in an amount equal to one (1) days' Base Rent (which amount will be extended determined by pro-rating one full monthly installment of Base Rent payable with respect to the Initial Portion of the Premises beginning on the Commencement Date on a per diem basis based upon a thirty-one (31) day month) for each day that Landlord's delivery of the Premises in accordance with the foregoing terms is delayed past the beyond such targeted Delivery Date. In addition, if Landlord fails to complete the Landlord VAV Work by the targeted VAV Completion Dates set forth in subparagraph (a) above, provided that such delay is not caused solely by an act or omission of Tenant or Tenant's employees, agents or contractors, Tenant shall receive a credit against its first occurring Base Rent obligations hereunder with respect to that portion of the Premises for which such Landlord VAV Work is not completed beginning on the Commencement Date applicable to such portion of the Premises (the Commencement Date, Interim Commencement Date or Final Commencement Date, as set forth in greater detail below) in an amount equal to one (1) days' Base Rent (which amount will be determined by pro-rating one full monthly installment of Base Rent payable with respect to the applicable Portion of the Premises beginning on the applicable Commencement Date on a per diem basis based upon a thirty-one (31) day month) for each day that Landlord's completion of such Landlord VAV Work is delayed beyond such targeted VAV Completion Date. The parties acknowledge that Tenant shall not be obligated to pay Base Rent during such period of early occupancy between the Delivery Date does and the Commencement Date . However, Tenant covenants and agrees that such occupancy shall be deemed to be under all of the other terms, covenants, conditions and provisions of this Lease (except that Tenant shall not occur on or before November 1be obligated to pay for temporary electric service to the Premises prior to the Commencement Date). (c) Upon the full execution and delivery of this Lease, 2006 then Tenant shall take possession of the Premises and shall have the right to terminate enter upon the same to construct the Improvements therein. The Improvements shall be completed by Tenant in a safe manner and in conformity and compliance with: (i) the requirements and specifications set forth in this Lease effective upon delivery subparagraph (c), (ii) all applicable laws, statutes, rules, regulations, orders, ordinances, codes, approvals, permits, interpretations, directives and requirements, of all federal, state, county, municipal and city legislatures, executive offices, courts, departments, bureaus, boards, agencies, offices, commissions and other sub-divisions thereof, or of any official thereof, or of any other governmental, judicial, public, quasi-public or quasi-judicial authority (collectively, "governmental authorities"), and the National Board of Fire Underwriters or any other body exercising similar functions (collectively, "Requirements") applicable thereto, and (iii) the Final Plans (as defined in Exhibit C) (and any additional or modified plans and specifications) approved therefor in writing by Landlord. All Improvements shall be completed in a first class workmanlike manner, using only new materials, fixtures and equipment, and shall be performed by reputable contractors and subcontractors who are licensed to conduct business in the Commonwealth of Virginia, and such contractors and subcontractors shall be subject to Landlord's prior written notice thereof to Landlord on or before December 1, 2006, provided further, however, that Tenant approval (which approval shall not be entitled unreasonably withheld, conditioned or delayed). At all times during performance of the Improvements, Landlord and its representatives shall have the right to so terminate this Lease if enter upon the Delivery Premises for the purpose of inspecting construction and progress of the same and compliance with the foregoing (provided that in exercising such right, Landlord will not materially interfere with performance of the Improvements). Prior to commencing any work with respect to the Improvements, and thereafter until the same are completed, Tenant shall obtain and maintain and/or cause Tenant's contractor to obtain and maintain insurance against: claims under workmen's compensation and other employee benefit acts, with limits not less than $500,000.00; claims for damages because of bodily injury, including death, to said contractor's employees and all others, with a single limit of $5,000,000.00 per person and per occurrence; and damages to property with limits of $5,000,000.00. Throughout the period during which the Improvements are being performed, Tenant and Tenant's contractors and subcontractors shall: (1) keep the Building, the Land and all areas adjacent thereto free to debris, refuse, equipment, materials and personal property, (2) initiate, maintain and supervise all necessary safety precautions and programs in connection with the work and take all reasonable precautions for the safety of, and provide all reasonable protection to prevent damage, injury or loss to all employees on the work site and other persons who may be affected thereby, all the work and all the materials and equipment to be incorporated therein, and other property at the work site or adjacent thereto, such precautions to include without limitations the furnishings of guard rails and barricades and the securing of the Premises. Immediately upon the completion of the Improvements: (i) Tenant shall remove and cause Tenant's contractors and any subcontractors to remove any and all debris, refuse, equipment, materials and personal property left on the Premises, in the Building, on the Land or any area adjacent thereto, and (ii) Tenant shall deliver to Landlord full and complete lien releases executed by all of Tenant's contractors and subcontractors and any other party providing services or materials with respect to the Improvements or the Premises. During Tenant's performance of the Improvements and Tenant's initial "move-in" into the Premises, Tenant will have exclusive use, at no additional cost to Tenant, of one (1) freight elevator or hoist and one (1) passenger elevator. (1) The Commencement Date occurs subsequent shall be the earlier to November occur of (i) March 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed to have tendered possession 2000, and (ii) the date on which Tenant substantially completes the Improvements in the Initial Portion (as defined below) of the Premises to Tenant upon and such Initial Portion can be occupied for business operations (including the giving completion of notice by Landlord to Tenant stating that other work and installations beyond the Premises are vacant, in the condition required by this Lease and available Improvements necessary for Tenant’s occupancy. Except as otherwise provided herein's business operations); (2) the Interim Commencement Date shall be the earlier to occur of: (i) June 1, no failure 2000, and (ii) the date on which Tenant substantially completes the Improvements with respect to tender possession an additional (over and above the Initial Portion) full floor of the Premises to Tenant on or before (the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement "Interim Portion" of the Commencement Date Premises) and such Interim Portion can be occupied for any delay business operations (including the completion of other work and installations beyond the Improvements necessary for Tenant's business operations) (subject to further adjustment as set forth below in the tender of possession to Tenant which results from any Tenant Delay.this subparagraph (d)); and

Commencement Date. Upon the Effective Date, the terms and provisions hereof The Commencement Date shall be fully binding the earliest of (a) the date on Landlord which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed ("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 prior is legally permitted to occupy the occurrence Premises for the conduct of its business; (b) all Building systems are in good working order to support the operation of the Premises; and (c) the Tenant Improvements are complete excepting industry-standard punch-list items. 2.2.1 Notwithstanding the Scheduled Commencement Date. The Term of this Date set forth in the Basic Lease shall commence on the Commencement Date. Unless sooner terminated or extended as hereinafter providedProvisions, the Term shall end on the Expiration Date. If if for any reason Landlord does cannot tender deliver possession of the Premises to Tenant on or before the Delivery Date or any other particular said date, for any reason whatsoever, Landlord shall not be liable for subject to any damage therebyliability therefor, nor shall such failure affect the validity of this Lease shall not be void or voidable therebythe obligations of Tenant hereunder or extend the term hereof, and the Term shall not commence until the Commencement Date. Notwithstanding the foregoingbut in such case, 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 obligated to so terminate this Lease if the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on pay rent or before the Delivery Date shall affect perform any other obligations of Tenant hereunder. There shall under the terms of this Lease, except as may be no postponement otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within sixty (60) days following said Scheduled Commencement Date for any delay reason, other than Tenants Delays as defined in the tender Work Letter attached hereto as Exhibit "D" and delays beyond the reasonable control of possession Landlord, Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant which results a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be cancelled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant Delayis not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 2.2.2 Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (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), such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

Commencement Date. Upon the Effective Date, the terms and provisions hereof The term of this Lease (“Term”) shall be fully binding seven (7) years commencing on Landlord and Tenant prior to the occurrence of the Commencement DateDate (defined below), unless sooner terminated and subject to any extension granted hereunder. The Term “Commencement Date” of this Lease shall commence on be the Commencement Date. Unless sooner terminated later of (i) March 1, 2011; or extended (ii) the date of substantial completion of the Tenant Improvements to be completed by Landlord pursuant to the terms of the Work Letter Agreement attached as hereinafter providedEXHIBIT C. For purposes of this Lease, the Term date of substantial completion shall end be the date that all of the following has occurred: (i) the Tenant Improvements are complete except for minor items of adjustment or repair of the type commonly found on an architect’s punchlist which would not materially interfere with Tenant’s use and enjoyment of the Expiration DatePremises; and (ii) the City of Sunnyvale has approved the Tenant Improvements in accordance with its building code, evidenced by its completion of a final inspection and written approval of such improvements as so completed in accordance with the building permit issued for the Tenant Improvements. If Landlord does cannot tender deliver possession of the Premises to Tenant with the Tenant Improvements substantially complete on or before the Delivery Date or any other particular dateMarch 1, for any reason whatsoever, Landlord shall not be liable for any damage thereby2011, this Lease shall not be void or voidable therebyvoidable, nor shall Landlord, or Landlord’s Agents be liable to Tenant for any loss or damage resulting therefrom. In such event, subject to the provisions of Paragraph 3(c), Tenant shall not be liable for Rent until Landlord delivers possession of the Premises to Tenant with the Tenant Improvements substantially complete, and the expiration date of the Term shall not commence until be extended by the Commencement Datesame number of days that Tenant’s possession of the Premises is delayed. Notwithstanding the foregoing, the Commencement Date shall be extended by one day for each day delivery if Landlord is unable to deliver possession of the Premises is delayed past to Tenant with the Delivery Date. In additionTenant Improvements substantially complete by August 31, if the Delivery Date does not occur on or before November 12011 for any reason other than a Tenant Delay, 2006 then Tenant shall have the right to terminate this Lease effective upon by delivery or of written notice thereof to Landlord on or before December 1landlord no later than September 15, 2006, provided further, however, that Tenant shall not be entitled 2011. Tenant’s right to so terminate this Lease if as permitted herein shall be Tenant’s sole and exclusive remedy for Landlord’s inability to complete the Delivery Date occurs subsequent to November 1Tenant Improvements by August 31, 2006 but prior to delivery of such notice by Tenant. 2011, and Landlord shall be deemed to have tendered possession of the Premises no liability to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of damages or losses suffered or incurred by Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delayas a result thereof.

Commencement Date. Upon The term "Commencement Date" shall mean the Effective Datedate when all of the following have occurred with respect to a Building: (i) all of the Base Building and Tenant Improvements for the Building to be constructed by Landlord have been Substantially Completed, (ii) a certificate of occupancy and/or a conditional use permit (not subject to restrictions which would materially limit Tenant's use and operation of the Building) or other such document has been issued for the Building by the applicable governing authority, if required, (iii) the Building has been delivered to Tenant as evidenced by delivery of the keys, and (iv) in the case of Office B, the terms and provisions hereof parking structure has been completed. Landlord shall be fully binding on Landlord and provide Tenant with access to a Building prior to the occurrence Commencement Date for that Building for purposes of installing its fixtures and equipment, preparing the Building for Tenant's use and occupancy, or for any other purpose permitted by Landlord, provided that (1) such access is in compliance with Applicable Laws, (2) Tenant shall not unreasonably interfere with the work to be performed by Landlord in the Building, and (3) that all provisions of the Lease, other than the provisions for payment of any rent or additional rent for the Building, shall apply during such early occupancy period. Tenant or a Tenant Related Party (as such term is defined in the Lease) may exercise this privilege only if (i) Tenant or such Tenant-Related Party ensures that its employees and contractors and those of its agents do not interfere with construction of the Building, (ii) Tenant or such Tenant-Related Party takes such reasonable protective precautions or measures as Landlord and/or the General Contractor may reasonably request, given the state of construction of the Building at the time of such entry, and (iii) Tenant or such Tenant-Related Party signs a liability waiver in such form as required by the General Contractor's or Landlord's insurer, if required by such insurer with such form to be reasonably acceptable to Tenant, the General Contractor and/or Landlord's insurer. If the Tenant Improvements for a Building are substantially completed prior to the Commencement Date. The Term Date for a Building, Tenant shall be allowed to use and occupy that Building prior to the Commencement Date for that Building, and Tenant shall be subject to all of the provisions of this Lease during any such early occupancy period except, where the use and occupancy is not for Tenant's intended ongoing use for the Building, the provisions concerning Base Rent which shall commence on the Commencement Date. Unless sooner terminated or extended as hereinafter provided, Date for 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, Building and the Term shall not commence until the Commencement Date. Notwithstanding the foregoing, the Commencement Date for the Building shall be extended by one day the date otherwise provided in the Lease for each day delivery commencement, rather than the date of early occupancy. Tenant's obligation to pay the additional rent related to Expenses shall begin as of Tenant's occupancy of all or any portion of the Premises is delayed past Premises. Notwithstanding that the Delivery Date. In additionCommencement Date for a Building has not have occurred, if in the Delivery Date does not occur on event Tenant or before November 1a Tenant-Related Party occupies space (other than common areas) within the Building for the Tenant's intended use for the space during the term of the Lease, 2006 then Tenant Monthly Base Rent shall have the right to terminate this Lease effective upon delivery or written notice thereof be payable to Landlord on or before December 1with respect to such space, 2006, provided furtherprovided, however, that in the event Tenant shall not be entitled to so terminate this and/or Tenant-Related Parties occupy more than 50% of the space within a Building for Tenant's intended use for the space during the term of the Lease if (excluding common areas), the Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord Monthly Base Rent for the entire Building shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease due and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delaypayable.

Commencement Date. Upon The preceding time limitation notwithstanding, if during the Effective Datecourse of construction of the Tenant Improvements, Tenant discovers that any element of the Building or the Project described in the first sentence of this paragraph is not in compliance with applicable laws, codes and regulations (including, without limitation, the terms ADA), Tenant shall give written notice of such non-compliance to Landlord promptly upon discovery, and provisions hereof Landlord shall use its best efforts to cause such non-compliance to be corrected at Landlord’s sole cost with the least possible interference with, or delay in, Tenant’s construction of the Tenant Improvements. Except as expressly provided in this Section 6.A above, the Building shall be fully binding on Landlord delivered to Tenant, and Tenant prior shall accept such delivery, in its then “AS IS, WITH ALL FAULTS” condition, without representation or warranty of any kind, express or implied, other than any which may be expressly contained in this Lease, and with no obligation on the part of Landlord to the occurrence of the Commencement Date. The Term of perform any other work (other than such work as this Lease shall commence on expressly states must be performed by Landlord during the Commencement DateLease Term). 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 therebyor loss incurred by Tenant for Landlord’s failure for whatever cause to deliver possession of the Premises by a particular date (including the Commencement Date), nor shall 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 on account of such failure to deliver or delay in delivering possession of the Premises is delayed past the Delivery Date. In addition, Premises; provided that if the Delivery Date Landlord does not occur on or before November deliver possession of the Building to Tenant by September 1, 2006 then 2013, (i) Tenant shall have the right to terminate this Lease effective upon delivery or by written notice thereof delivered to Landlord on or before December 1within five (5) business days thereafter, 2006, provided further, however, that and Landlord and Tenant shall not be entitled to so terminate relieved of their respective obligations hereunder (other than those that this Lease if states expressly survives expiration or sooner termination of this Lease) and the Delivery Date occurs subsequent prepaid Base Monthly Rent, Reimbursable Operating Costs and the Security Deposit previously paid by Tenant to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord shall be deemed reimbursed to have tendered possession Tenant, or (ii) at Tenant’s election, the date Tenant is otherwise obliged to commence payment of Base Monthly Rent shall be delayed by one additional day for each day that delivery of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacantBuilding is delayed beyond September 1, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delay2013.

Commencement Date. Upon The "Space A Commencement Date" shall be one hundred twenty (120) days after the Effective date possession of Space A (exclusive of the 189 s.f. storage closet which constitutes a portion thereof) is tendered to Tenant, except as may otherwise be provided in Exhibit C, including with regard to delay in Substantial Completion of Tenant's Work due to Landlord Delays (as defined in Exhibit C). If possession of Space A is tendered to Tenant on December 1, 1998, then the Space A Commencement Date shall, subject to Landlord Delays, be April 1, 1999. The "Space B Commencement Date" shall be one hundred twenty (120) days after the date possession of Space B is tendered to Tenant, except as may otherwise be provided in Exhibit C, including with regard to delay in Substantial Completion of Tenant's Work due to Landlord Delays (as defined in Exhibit C). Occupancy of any portion of the Premises by Tenant prior to the Commencement Date for such portion shall be at Tenant's sole risk and deemed pursuant to, and subject to, all of the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the Commencement Date. The Term of this Lease shall commence on Lease, except those involving 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 payment 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 therebyBase Rent, and the Term shall not commence until the Commencement Date. Notwithstanding the foregoingTenant's Share of Expense Increases and Tax Increases (as such terms are hereinafter defined), the Commencement Date shall except as may otherwise 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 furtherexpressly set forth herein; provided, however, that in no event shall Tenant shall not be entitled to so terminate this Lease if the Delivery Date occurs subsequent to November 1, 2006 but take occupancy thereof prior to delivery of such the date it receives notice by from Landlord that Landlord is ready to tender possession thereof to Tenant. Promptly after the Space A Commencement Date, Landlord shall be deemed and Tenant hereby agree to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacantexecute a Declaration, in the condition required by this Lease form attached hereto as Exhibit B, to confirm the Space A Commencement Date. Promptly after the Space B Commencement Date, Landlord and available for Tenant hereby agree to execute a Declaration, in the form attached hereto as Exhibit B, to confirm the Space B Commencement Date. Tenant’s occupancy. Except as otherwise provided herein, no 's failure to tender possession of the Premises to Tenant on or before the Delivery Date execute either Declaration shall not affect any other obligations of Tenant hereunder. There shall be no postponement of the either Commencement Date for any delay in nor the tender Lease Expiration Date, as same are determined by the terms of possession to Tenant which results from any Tenant Delaythis Lease.

Commencement Date. Upon Notwithstanding anything contained herein to the Effective Datecontrary, the terms Commencement Date as to the Office portion, and provisions hereof the Commencement Date as to the Branch Bank portion of the Premises respectively shall be fully binding on Landlord and Tenant prior deemed to be the occurrence earlier of: (a) the date Tenant, or any person occupying any portion of the Commencement Date. The Term Office portion or the Branch Bank portion of this Lease shall commence on the Commencement Date. Unless sooner terminated Premises with Tenant's permission, commences business operations from the Premises, or extended as hereinafter provided, (b) the Term shall end on first (1st) business day following the Expiration Date. If Landlord does not tender possession date of Landlord's delivery of the Premises to Tenant upfitted in substantial accordance with the Plans (as hereinafter defined) or the date on or before the Delivery Date or any other particular date, for any reason whatsoever, which 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 would 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of delivered the Premises to Tenant upon upfitted in substantial accordance with the giving of Plans but for delays attributable to or caused by Tenant or Tenant's Invitees (as hereinafter defined); such Tenant caused delays including without limitation, delays attributable to Tenant's failure timely to provide the Plans and any delays actually resulting from change orders requested by Tenant, providing Landlord shall give notice by Landlord to Tenant stating that such change orders will actually cause delays. Landlord shall act in good faith and use diligent efforts to deliver the Premises are vacant, upfitted in accordance with the condition required by this Lease and available for Tenant’s Plans (including receipt of a certificate of occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises ) to Tenant on or before June 1, 2000 (the Delivery "Target Date"). Notwithstanding anything contained herein to the contrary, in no event shall Landlord's completion of the Tenant Improvements be dependent upon, or the Commencement Date shall affect delayed because of, the installation of any other obligations special equipment or improvements to the Premises to be supplied and installed by Tenant. However Landlord will allow Tenant access to that portion of Tenant hereunder. There shall be no postponement of the Premises it first intends to occupy four weeks prior to the Commencement Date for installation of its furniture, vault, ATM machine and other equipment, fixtures and to wire and cable its computer and phone system throughout the Premises, but Tenant shall during such installation use reasonable efforts to avoid interfering with any delay construction on behalf of Landlord that is continuing. Delays as used in this Lease shall include Tenant delays as set forth above, those resulting from causes encompassed within the tender meaning of possession the term force majeure, delays encountered by Landlord, despite reasonable and diligent efforts to do so, in obtaining necessary permits for Landlord work from governmental authorities, including but not limited to the City of Raleigh and the Department of Transportation. If Landlord fails to deliver the Premises upfitted in accordance with the Plans, including a certificate of occupancy, on or before August 1, 2000, as such date may be or is extended by Delays, but in no event later than September 1, 2000, Tenant which results from may at any time within ten business days after August 1, 2000 if not extended by Delays, or September 1, 2000 if extended, (but not thereafter) by written notice to Landlord terminate this Lease, and if so terminated Tenant Delayshall have no further liability hereunder to Landlord.

Commencement Date. Upon Tenant shall have and hold the Effective DatePremises, without any liability or obligation on the part of Landlord to make any alterations, improvements or repairs of any kind in or about the Premises, except as expressly provided herein, for the Term set forth on the Data Sheet unless sooner terminated in the manner provided herein. Subject to Section 4.02 above, the terms and provisions hereof Term shall commence on the Commencement Date as set forth in the Data Sheet. If Landlord shall be fully binding on Landlord and Tenant prior unable to the occurrence give possession of the Premises on the Commencement DateDate because the construction of the common areas of Facility have not been sufficiently completed to make the Premises ready for occupancy, or for any other reason, Landlord shall not be subject to any claims, damages or liabilities for the failure to give possession on said date. Under said circumstances, the Commencement Date shall be the date the Premises are ready for occupancy. The failure of Landlord to give possession of the Premises to Tenant and complete Landlord's Tenant Improvements as described in Section 4.02 above by the Commencement Date shall in no way affect the validity of this Lease or the obligations of Tenant hereunder unless not completed by June 1, 2001, in which case Tenant shall have the right to terminate this Lease. If Tenant is given and accepts possession of the Premises on a date earlier than the Commencement Date specified, the Rent reserved herein and all covenants, agreements and obligations herein and 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 date that possession of the Premises is given to Tenant. Tenant on or before may have access to the Delivery Date or any other particular date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, Premises upon the execution of this Lease shall not be void or voidable therebyfor the purpose of installing Tenant's Tenant Improvements, fixtures and the Term shall not commence until the Commencement Date. Notwithstanding the foregoing, the Commencement Date furniture and other items supplied by Tenant and no rent 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 payable during such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delaytime.

Commencement Date. Upon the Effective DateSubject to Sections l.C and ▇.▇ below, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the commencement date (“Commencement Date. The Term of ”) for this Lease shall commence on is the Commencement Datedate set forth in the Schedule. Unless sooner terminated or extended as hereinafter providedNotwithstanding the foregoing, the Term shall end on the Expiration Date. If if Landlord does not tender fails to deliver possession of the portion of the Premises consisting of Building C to Tenant on or before the Delivery Commencement Date or any other particular date, vacant and otherwise in the condition required hereunder for any reason whatsoeverreason, Landlord shall not be liable for any damage thereby, then (i) this Lease shall not be void or voidable therebyby either party, (ii) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and the Term shall not commence until the Commencement Date. Notwithstanding the foregoing, (iii) the Commencement Date shall be extended by one day for each day delivery with respect to the portion 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 consisting of such notice by Tenant. Landlord Building C shall be deemed revised to have tendered mean the date on which Landlord delivers possession of the Premises Building C to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, vacant and otherwise in the condition required by hereunder, and the Termination Date shall remain unchanged. Tenant acknowledges and agrees that, notwithstanding anything to the contrary in this Lease, its rights under this Lease with respect to Building C are subject and available for Tenant’s occupancysubordinate 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. Except as otherwise provided herein, no failure Landlord will use commercially reasonable efforts to tender regain possession of Building C in the Premises event that the term of the AMMAT Lease with respect to Tenant on Building C is not extended as provided in subpart (i) or before the Delivery Date shall affect (ii) hereof for any reason whatsoever and Vitria (as hereinafter defined) or any other obligations of Tenant hereunder. There shall be no postponement 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 delay in the tender of possession such termination. Landlord shall promptly return to Tenant which results S 146,696.30 representing the portion of the Initial Security Deposit applicable to Building C. Upon request from any Tenant. Landlord agrees to promptly inform Tenant Delayas 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. Upon (a) The Commencement Date shall be on or before April 1, 2002. Tenant acknowledges that it has inspected and accepts the Effective Premises, and specifically the buildings and improvements comprising the same, in their present condition as suitable for the purpose for which the Premises are leased. Taking of possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken and that Tenant bas determined that the Premises are suitable for Tenant's intended purposes. Landlord has made no warranties with respect to suitability and Tenant hereby expressly waives any implied warranty of same. Tenant further acknowledges that no representations as to the repair of the Premises, nor promises to alter, remodel or improve the Premises have been tirade by Landlord, unless such are expressly set forth in this lease. If this lease is executed before the Premises become vacant or otherwise available and ready for occupancy, or if any present tenant or occupant of the Premises holds over, and Landlord cannot acquire possession of the Premises prior to said Commencement Date, the terms and provisions hereof Landlord shall not be fully binding on Landlord deemed to be in default hereunder. and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the Commencement Date; and Landlord hereby waives payment of rent covering any period prior to the occurrence tendering of possession to Tenant hereunder. After the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, (b) In the event this lease pertains to a building to be constructed and/or in respect of which interior modifications arc to be made to the Premises by Landlord, the provisions of this subparagraph B shall apply in lieu of the provisions of subparagraph A above and the Commencement Date shall be the date upon which the buildings and other improvements erected and to be erected upon the Premises andior interior modifications to be completed by Landlord hereunder, as applicable, shall have been substantially completed in accordance with the plan and specifications described on Exhibit “1I-2” attached hereto and incorporated herein by reference. Delays of any nature whatsoever attributable to the acts or omissions of Tenant or its employees, aments or contractors, shall not be cause for delay of the Commencement Date. The Term Landlord shall notify Tenant in writing as soon as Landlord deems said buildings and other improvements to be completed and ready for occupancy as aforesaid. In the event that said buildings and other improvements have not in fact been substantially completed as aforesaid, Tenant shall notify Landlord in writing of this Lease shall commence on the Commencement Date. 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 whatsoeverits objections, 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 a reasonable time after delivery of such notice in which to 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. Landlord Tenant shall be deemed conclusively to establish that said buildings and other improvements have tendered possession of been completed in accordance with the Premises to Tenant upon the giving of notice by Landlord to Tenant stating plans and specifications and that the Premises are vacantin good and satisfactory condition, in as of when possession was so taken. Tenant acknowledges that no representations as to the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession repair of the 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 Tenant on Landlord a letter of acceptance of delivery of the Premises. In the event of any dispute as to substantial completion or before work performed or required to be performed by Landlord, the Delivery Date shall affect any other obligations certificate of Tenant hereunder. There Landlord's architect or general contractor shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delayconclusive.

Commencement Date. Upon 2.4.1 Landlord shall complete the Effective Tenant 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 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 (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 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 (6) 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, the terms and provisions hereof shall Punch List Work remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will 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. The Term 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 shall commence on the Commencement Date. Unless sooner terminated or extended (subject to extension for Tenant Delay and for events of force majeure as hereinafter providedprovided in Paragraph 6.8), 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 receive a credit against Base Rent equal to the right to terminate this Lease effective upon delivery or written notice thereof to Landlord on or before December 1number of days of delay multiplied by Four Hundred Dollars ($400.00), 2006, provided further, however, that Tenant shall not be entitled to so terminate this Lease if which credit (the "Late Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by Tenant. Landlord Credit") shall be deemed to have tendered possession applied against Base Rent commencing on the first day of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession third full calendar month of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant DelayLease Term.

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 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 Commencement 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no No failure to tender possession of the Premises to Tenant on or before the Delivery Commencement Date shall affect any other obligations of Tenant hereunder. There In the event Landlord is required to perform any work or improvement to the Premises or the Building prior to delivery of the Premises to Tenant, there shall be no postponement of the Commencement Date for (i) any delay in the tender of possession to Tenant which results from any Tenant DelayDelay 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 except further that the foregoing shall not relieve Landlord from its obligation to complete or correct any punch list items as provided herein with respect to any work or improvement Landlord is required to perform pursuant to this Lease.

Commencement Date. Upon Landlord shall notify Tenant in writing of Substantial Completion and Tenant shall commence occupancy of the Effective Initial Premises on the Commencement Date. Tenant shall occupy the Additional Space on the Second Commencement Date. Tenant shall occupy the Additional Space on the Second Commencement Date. In the event that the Tenant contends that the Tenant Improvements have not in fact been Substantially Completed, Tenant shall notify Landlord in writing of its objections within ten (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 completed. Notwithstanding any notification by Tenant to the contrary, taking of possession by Tenant shall establish the Commencement Date as specified in the definition of that term and that the Premises and Tenant Improvements are in good and satisfactory condition, as and when possession was so taken and that the Commencement Date occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether the Tenant Improvements have been Substantially Completed in accordance with the Plans and Specifications, the certificate of Landlord's architect or general contractor shall be conclusive. If on the Commencement Date, Punch List Work for the terms and provisions hereof shall Tenant Improvements remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Punch List Work delay or postpone the occurrence of the Commencement Date. The Term Changes to the Plans and Specifications shall require the written consent of this Lease shall commence on Landlord and Tenant. Tenant has Landlord's permission to enter the Commencement Datepremises to install equipment, furniture, phones and data cable prior to occupancy. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender possession of Tenant may enter the Premises prior 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 additionto install equipment, if the Delivery Date does not occur on or before November 1furniture, 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, 2006phones and data cabling, provided furtherthat, however, that Tenant shall not be entitled interfere with the construction of the Tenant Improvements. All terms of this Lease, including Tenant's indemnifications and obligation to so terminate this Lease if the Delivery Date occurs subsequent maintain insurance, but excluding payment of rent, shall apply to November 1, 2006 but prior to delivery of such notice early entry by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delay.

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 term of this Lease shall commence begin on the “Commencement Date. Unless sooner terminated ”, which shall be defined as the earlier of: a) date on which all of the following contingencies have occurred: i) Landlord has substantially completed the Work; and ii) Landlord has delivered to Tenant a certificate of occupancy, either temporary or extended as hereinafter providedpermanent, issued by Canton Township, Michigan, permitting Tenant to occupy the Term shall end on the Expiration Date. If Premises for uses permitted in this Lease; and iii) Landlord does not tender has delivered possession of the Premises to Tenant, broom-clean and in a condition which permits Tenant to occupy the Premises for the uses permitted in this Lease; or b) the date on which the foregoing three (3) items would have occurred but for delays caused by Tenant (or before Tenant’s contractors) in requesting change orders or in carrying out Tenant’s Work. The Expiration Date of the Delivery Lease shall be the last day of the calendar month which is one hundred fifty (150) months after the Commencement Date or any other particular date, for any reason whatsoeveroccurs. When the Commencement Date is known, Landlord shall not be liable submit to Tenant and Tenant shall execute a letter stating that Tenant has accepted the Premises for any damage thereby, this Lease shall not be void or voidable therebyoccupancy, and the Term shall not commence until setting forth the Commencement Date, Expiration Date and such other information as Landlord may reasonably request. Notwithstanding In the foregoingevent Tenant disagrees with Landlord’s determination of the Commencement Date, Landlord and Tenant shall promptly meet to resolve any disagreement. If Landlord and Tenant are unable to resolve their disagreement, the Commencement Date shall be extended conclusively determined by one day for each day delivery the architect, in reference to the standards of Section 4.1 (a) or (b) as applicable. Each of Landlord and Tenant shall pay one-half (2) 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 architect’s fee for 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delaydetermination.

Commencement Date. Upon COMMENCEMENT DATE" shall mean the Effective 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 terms and provisions hereof Commencement Date for all purposes of this Lease shall be fully binding 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 and Tenant claims as the actual substantial completion date for the Premises which shall be sixty days prior to the occurrence of the Commencement Date. The Term of this Lease Landlord shall commence from time to time during construction on the Commencement Date. Unless sooner terminated or extended as hereinafter providedPremises 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 Term shall end and a second written notice on the Expiration Datedate which it claims as the actual substantial completion date of each such floor. If After the actual substantial completion date asserted by Landlord does not tender 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 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delayquestion.

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 any Commencement Date. The Term of this Lease shall commence in respect of each portion of the Premises on the Commencement Date. Unless Date in respect thereof and, unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender possession of any portion of the Premises to Tenant on or before the Delivery Date or any other particular 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 the Commencement Date. Notwithstanding the foregoing, the Commencement Date shall be extended by one day for each day delivery in respect of such portion 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 until 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 tenders possession of such notice by 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 are is vacant, in the condition required by this Lease and available for Tenant’s 's occupancy. Except as otherwise provided herein, no No failure to tender possession of any portion of the Premises to Tenant on or before the Delivery Date any specified date shall affect any other obligations of Tenant hereunder. There Once a Commencement Date is determined, Landlord and Tenant shall execute an agreement stating such Commencement Date, the applicable 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 any portion of the Premises, Tenant shall be no postponement deemed to have done so when Tenant first moves Tenant's Property and/or any of its personnel into such portion of the Commencement Date 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 such 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 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 hereof subject to a lease that currently has an expiration date of July 31, 2002 and that the 14th Floor Premises and the 15th Floor Premises are on the date hereof subject to a lease that is being modified to provide for any delay in the tender 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, 2002 and after Landlord obtains vacant possession of such space. Landlord shall deliver vacant possession of the 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 and the 15th Floor Premises by Landlord to Tenant which results from any Tenant DelayTenant.

Commencement Date. Upon Landlord shall notify Tenant in writing of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Effective Landlord’s notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant’s notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been 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 possession. Such taking of possession shall further establish that the Premises are in good and satisfactory condition when possession was so taken and the Commencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord’s architect shall be conclusive. If on the Commencement Date, the terms and provisions hereof shall Punch List Work remains to be fully binding on completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant’s refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. The Term 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 make no changes to the right to terminate this Lease effective upon delivery Plans and Specifications 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 such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, work reflected in the condition required by this Lease Plans and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession Specifications without the consent of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant DelayLandlord.

Commencement Date. Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence 2.2.1 The Commencement Date listed in Section 1 of this Lease represents an estimate of the actual Commencement Date. The Term actual Commencement Date shall be the first to occur of the following events: (i) three (3) days after Landlord notifies Tenant the Premises are available for Tenant's occupancy in the condition required pursuant to Section 2.1 of this Lease shall commence Lease, or (ii) the date on the Commencement Date. Unless sooner terminated or extended as hereinafter provided, the Term shall end on the Expiration Date. If Landlord does not tender which Tenant takes possession of the Premises to Tenant on or before for purposes other than completing tenant improvements. If the Delivery Commencement Date or any other particular date, for any reason whatsoever, Landlord shall not be liable for any damage therebyis later than the estimated Commencement Date specified in Section 1 above, this Lease shall not be void or voidable therebyvoidable. If the Commencement Date is a day other than the first day of the calendar month, unless otherwise agreed in writing by Landlord and Tenant, the Term shall not commence until 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 substantial completion of the work described in Section 2.1 or delivery of possession of the Premises. If Tenant takes possession of the Premises prior to 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 other conditions and agreements hereunder with respect to the Premises shall commence on such earlier date of taking possession of the Premises. 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 such notice by Tenant. Landlord shall be deemed to have tendered take possession of the Premises prior to the Commencement Date for such purposes without Landlord's written permission. 2.2.3 In the event that substantial completion of the Tenant upon the giving Improvements is delayed by reason of notice delays caused or occasioned by Landlord to Tenant stating that the Premises are vacantTenant, in the condition required by this Lease and available for shall commence on the date that this Lease would have commenced had not the completion of Tenant Improvements been so delayed by the Tenant’s occupancy. Except , as otherwise provided herein, no failure to tender reasonably determined by Landlord. 2.2.4 The taking of possession of the Premises by Tenant shall be deemed an acceptance of the Premises and substantial completion by Landlord of the Tenant Improvements. 2.2.5 Promptly after the Commencement Date, Landlord shall complete and send to Tenant on or before the Delivery Date Verification Letter attached to this Lease as Exhibit D. Tenant shall affect any other obligations execute and return the Verification Letter to Landlord within fifteen (15) days of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delayreceipt.

Commencement Date. Upon The Second Additional Premises Commencement Date and Tenant's obligation to pay rent under the Effective Date, the terms and provisions hereof Seventh Amendment shall be fully binding on governed by Paragraphs 3 and 5 of the Seventh Amendment. However, if there shall be a delay beyond the scheduled Second Additional Premises Commencement Date in the substantial completion of the Improvements as a result of: 7.1 Tenant's failure to submit or revise the Space Plan within the time limits provided herein; 7.2 Tenant's failure to submit or revise the Plans within the time limits provided herein; 7.3 Tenant's failure to approve the Cost Breakdown or to pay the sum specified in Section 5.2 above within the time limits provided herein; 7.4 Tenant's request for Non-Standards, whether as to materials or installation, that extends the time it takes to obtain necessary building permits or other governmental authorizations or extends the time for the construction period; 7.5 Insufficiency of the Plans that extends the time it takes to obtain necessary building permits or other governmental authorizations or changes in the Plans required by the applicable governmental regulatory agencies reviewing the Plans; 7.6 Tenant's changes in the Plans after the approval by Landlord; 7.7 Any other act or omission of Tenant constituting a delay; then the Second Additional Premises Commencement Date shall not occur until such time as the Improvements are substantially complete, however, Tenant shall pay to Landlord and Tenant prior an amount equal to one thirtieth (1/3olh) of the Base Rent due with respect to the occurrence Second Additional Premises for the first full calendar month of the Commencement DateSecond Additional Premises Term for each day of Tenant Delay. The Term Upon substantial completion of this Lease the Improvements, Landlord shall commence on notify Tenant of the Commencement Date. Unless sooner terminated or extended as hereinafter provided, reasonable estimate of the Term shall end on the Expiration Date. If date Landlord does not tender could have delivered possession of the Second Additional Premises to Tenant on or before the Delivery Date or any other particular date, but for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, Tenant Delays 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 immediately pay 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 amount described above for the period of such notice by Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant Delay.

Commencement Date. Upon the Effective Date, Subject to the terms and provisions hereof conditions set forth herein, Landlord hereby leases and demises to Tenant and Tenant hereby takes and leases from Landlord that certain space identified in Article 1 and shown on a plan attached hereto as Exhibit A (“Premises”) for a term (“Term”) commencing on the Commencement Date and ending on the Expiration Date set forth in Article 1, unless sooner terminated as provided herein. The Commencement Date set forth in Article 1 shall be fully binding on Landlord and advanced to such earlier date as Tenant prior to commences substantial occupancy of the occurrence Premises (as defined in Article 1) for the conduct of its business (it being understood that interim, phased occupancy of less than a substantial portion of the Premises during the construction of the Tenant Improvements shall not trigger the Commencement Date). The Term Upon the earlier of this Lease (i) substantial completion of the Tenant Improvements, the date of which shall commence on be established by Landlord’s construction supervisor, or (ii) the date by which Tenant has substantially occupied the Premises as provided in Article 1.H set forth above, Landlord shall execute and deliver to Tenant the Commencement DateDate Confirmation in the form as set forth in Exhibit E, which Tenant shall execute and return to Landlord within 5 days after receipt thereof. Unless sooner terminated or extended as hereinafter providedTenant’s failure to timely execute and deliver the Commencement Date Confirmation shall constitute an acknowledgment by Tenant that the statements included in such notice are true and correct, without exception. If Tenant disagrees with any matters set forth in the Commencement Date Confirmation, it shall set forth in a written notice to Landlord within such five-day period the matters which it disagrees with, the Term reasons for such disagreement, and the Commencement Date which Tenant contends should be established. Landlord shall end on the Expiration have five days thereafter to accept or reject Tenant’s proposed Commencement Date. If Landlord does not tender possession rejects such date, then the date set forth in the initial Commence Date Confirmation executed and delivered by Landlord shall be used for the purposes hereof until the matter is resolved by legal proceedings or further agreement of the Parties. To the extent 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 includes an entire floor of the Premises is delayed past the Delivery Date. In additionBuilding, 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 such notice by Tenant. Landlord shall be deemed to have tendered possession exclusive use of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein, no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date for any delay in the tender of possession to Tenant which results from any Tenant DelayCommon Areas located within such floor.