Common use of Commencement Date Clause in Contracts

Commencement Date. The "Commencement Date" shall be 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 shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (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 Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant 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 dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenant.

Commencement Date. The "Commencement Date" preceding time limitation notwithstanding, if during the course 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 ADA), Tenant shall give written notice of such non-compliance to Landlord promptly upon discovery, and 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 delivered to Tenant, and Tenant 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 date upon which part of Landlord to perform any other work (other than such work as this Lease expressly states must be performed by Landlord during the Premises have been substantially completed in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"Lease Term). Landlord shall notify not be liable for any damage or loss incurred by Tenant in writing as soon as Landlord deems 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 be void or voidable on account of such failure to be substantially completed. In deliver or delay in delivering possession of the event Premises; provided that if Landlord does not deliver possession of the Premises are not substantially completed in accordance with the Plans and SpecificationsBuilding to Tenant by September 1, 2013, (i) Tenant shall notify have the right to terminate this Lease by written notice delivered to Landlord in writing of its objections within five (5) business 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 necessarythereafter, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by and Tenant shall be deemed conclusively relieved of their respective obligations hereunder (other than those that this Lease states expressly survives expiration or sooner termination of this Lease) and the prepaid Base Monthly Rent, Reimbursable Operating Costs and the Security Deposit previously paid by Tenant to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory conditionLandlord shall be reimbursed to Tenant, as of or (ii) at Tenant’s election, the date possession was so taken, except Tenant is otherwise obliged to commence payment of Base Monthly Rent shall be delayed by one additional day for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges each day that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the PremisesBuilding is delayed beyond September 1, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenant2013.

Commencement Date. The "Commencement Date" 2.4.1 Landlord shall be complete the date upon which the Premises have been substantially completed Tenant Improvements in accordance with the plans and specifications described on EXHIBIT C attached hereto (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 as soon as Landlord deems the Premises to be substantially completedof Substantial Completion. In the event If Tenant believes that the Premises are Substantial Completion has not substantially completed in accordance with the Plans and Specificationsoccurred, Tenant shall notify Landlord in writing of its objections within five (5) days Business Days after Tenant receives such noticeits receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after delivery its receipt of Tenant's notice in which to take such corrective action as may be necessarynecessary to achieve Substantial Completion, and Landlord shall notify Tenant in writing as soon as it deems when such corrective action has been completed so that the Premises are substantially completedachieved. Taking of possession by Tenant shall be deemed conclusively 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 have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory conditioncondition 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 date possession was so takenexistence 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, except for those uncompleted items set forth in writing by Tenant prior shall be deemed to Tenant taking possession of the Premiseshave waived any rights on account thereof. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease AgreementLease. On or before With the Commencement Dateexception of the Tenant Improvements to be made by Landlord, Tenant shall, upon demand, execute acknowledges that the Premises shall be delivered AS IS and deliver that no representations as to Landlord a letter of acceptance of delivery the condition of the Premises, on Premises have been made by Landlord's standard form. In the event of any dispute regarding when or as to whether the work performed or required to be performed by Landlord Substantial Completion has been substantially completedoccurred, the certificate receipt of Landlord's architect or a temporary certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence unless a temporary certificate of such completion, effective occupancy is unavailable or delayed due to causes which are Tenant's responsibility. If on the date Commencement Date, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the delivery Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of any such certificate to TenantLandlord, which consent shall not be unreasonably withheld.

Commencement Date. The Term of the 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, that date shall be the Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Premises shall be deemed to be "Substantially Complete" on the earliest of the date upon on which: (1) Landlord files or causes to be filed with the City in which the Premises have been substantially completed in accordance with the plans are located (if required) and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"). Landlord shall notify delivers to Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (5) days after Tenant receives such notice. Landlord shall have a reasonable time after delivery of Tenantan architect's notice in which to take such corrective action as may be necessaryof substantial completion, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so or similar written notice that the Premises are substantially completedcomplete, (2) Tenant commences business operations in the Premises, or (3) a certificate of occupancy is issued for the Premises. Taking Landlord shall arrange for the construction of possession by certain Tenant shall be deemed conclusively to establish that Improvements (as defined in the Premises have been substantially completed Work Letter), if any, in accordance with and subject to the Plans and Specifications and that the Premises are in good and satisfactory condition, as terms of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the PremisesWork Letter attached hereto as Exhibit "B". Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demanddemand after delivery of the Premises to Tenant, execute and deliver to Landlord a letter of acceptance of delivery 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 Landlordthe Estimated Commencement Date, this Lease shall remain in effect, Landlord shall not be subject to any liability, and the Commencement Date shall be delayed until the date the Premises are Substantially Complete. Tenant has determined that the Premises are acceptable for Tenant's standard formuse 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. In Notwithstanding the event of any dispute regarding when or whether the work performed or required to be performed by foregoing, if Landlord has been not delivered the Premises to Tenant with Substantial Completion of the Tenant Improvements by the date which is six (6) months after Tenant's approval of the Construction Drawings pursuant to Section 1 of the Work Letter, subject to any delays caused by Force Majeure and Tenant Delays, then Tenant shall have the right to terminate this Lease upon thirty (30) days' notice to Landlord; provided, however, that if upon such 30-day notice Landlord can substantially completedcomplete the Tenant Improvements within ten (10) days of such notice, the certificate Landlord shall notify Tenant of Landlord's architect or a certificate of occupancy issued by ability to so complete the local government authority permitting occupancy of the Premises Tenant Improvement work and Tenant shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate have no right to Tenantterminate this Lease.

Commencement Date. The parties intend that the term of this Lease shall commence on September 1 (the "Target Commencement Date"), and shall expire on August 31, 2005, unless sooner terminated pursuant to the terms of this Lease. The date on which the term actually commences is referred to herein as the "Commencement Date" which shall be the later of (i) the Target Commencement Date, and (ii) the earlier of (a) the date upon on which Landlord substantially completes construction of the Premises Tenant Improvements, and (b) the date on which Landlord would have been substantially completed construction of the Tenant Improvements but for the Tenant's Delay (as defined below). When the Commencement Date is ascertained as aforementioned, the term shall commence and upon request of Landlord, Tenant shall execute a certificate or memorandum confirming the Commencement Date and the Expiration Date. Landlord shall be deemed to have substantially completed construction of the Tenant Improvements when Landlord has substantially completed construction of the Tenant Improvements in accordance with Article 7 below. "Tenant's Delay" shall mean the plans amount of delay resulting from Tenant's failure to adhere to the time schedules and specifications described on EXHIBIT C attached hereto (fulfill the "Plans and Specifications")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 notify 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 writing 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 soon 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 deems does not deliver possession of the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five sixty (560) days after Tenant receives such notice. Landlord shall have a reasonable time after delivery of the 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 to take such corrective action as may event the parties shall be necessarydischarged from all obligations under the Lease, and Landlord shall notify Tenant in writing as soon as it deems return any money previously deposited by Tenant. If such corrective action has been completed so that the Premises are substantially completed. Taking of possession written notice by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant 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 dispute regarding when or whether the work performed or required to be performed is not received by Landlord has been substantially completedwithin such ten (10) day period, Tenant's right hereunder to cancel the certificate Lease shall terminate and be of Landlord's architect no further force or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenanteffect.

Commencement Date. The "Commencement Date" shall be 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"). 2.4.1 Landlord shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completedof Substantial Completion. In the event If Tenant believes that the Premises are Substantial Completion has not substantially completed in accordance with the Plans and Specificationsoccurred, Tenant shall notify Landlord in writing of its objections within five (5) days Business Days after Tenant receives such noticeits receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after delivery its receipt of Tenant's notice in which to take such corrective action as may be necessarynecessary to achieve Substantial Completion, and Landlord shall notify Tenant in writing as soon as it deems when such corrective action has been completed so that the Premises are substantially completedachieved. Taking of possession by Tenant for the purpose of doing business shall be deemed conclusively establish the Commencement Date as specified in the definition of that term even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Taking of possession for the purpose of doing business shall further establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of condition on the date possession was so taken, Commencement Date and any alleged defects or deficiencies are waived by the Tenant except for those uncompleted items set forth in writing any latent defects not reasonably discoverable by Tenant prior to Tenant taking possession of the Premisesand incomplete Punch List Work. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard formLease. In the event of any dispute regarding when or as to whether the work performed or required to be performed by Landlord Substantial Completion has been substantially completedoccurred, the certificate receipt of Landlord's architect or a temporary certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence unless a temporary certificate of such completion, effective occupancy is unavailable or delayed due to causes that are Tenant's responsibility shall be conclusive. If the parties anticipate that Punch List Work will remain to be completed on the date Commencement Date, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date; provided that at Tenant's request Landlord and Tenant will prepare a supplemental list of Punch List Work within thirty (30) days after the Commencement Date to address Punch List Work that the parties inadvertently overlooked prior to the Commencement Date. Damage caused by Tenant's Agents will not be deemed Punch List Work. Landlord will promptly complete such supplemental Punch List Work after Landlord and Tenant agree upon the list. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the delivery Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of any such certificate to TenantLandlord.

Commencement Date. The term "Commencement Date" shall be mean the date upon which when all of the Premises 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 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 accordance with the plans and specifications described on EXHIBIT C attached hereto (case of Office B, the "Plans and Specifications")parking structure has been completed. Landlord shall notify provide Tenant in writing as soon as Landlord deems with access to a Building prior to the Premises to be substantially completed. In Commencement Date for that Building for purposes of installing its fixtures and equipment, preparing the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (5) days after Tenant receives such notice. Landlord shall have a reasonable time after delivery of Building for Tenant's notice in which to take such corrective action as may be necessaryuse and occupancy, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except or for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made any other purpose permitted by Landlord, unless provided that (1) such are expressly set forth access is in this Lease Agreement. On or before the Commencement Datecompliance with Applicable Laws, (2) 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 dispute regarding when or whether shall not unreasonably interfere with the work performed or required to be performed by Landlord has been substantially completedin 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 certificate of General Contractor and/or Landlord's architect or insurer. If the Tenant Improvements for a certificate of occupancy issued by Building are substantially completed prior to the local government authority permitting occupancy Commencement 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 Premises 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 for the Building and the Commencement Date for the Building shall be conclusive evidence of such completionthe date otherwise provided in the Lease for commencement, effective on rather than the date of early occupancy. Tenant's obligation to pay the delivery additional rent related to Expenses shall begin as of Tenant's occupancy of all or any portion of the Premises. Notwithstanding that the Commencement Date for a Building has not have occurred, in the event Tenant or a 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, Monthly Base Rent shall be payable to Landlord with respect to such certificate to space, provided, however, that in the event Tenant 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 (excluding common areas), the Monthly Base Rent for the entire Building shall be due and payable.

Commencement Date. The "(a) Unless postponed under this paragraph or under paragraph 2.02(b), the Commencement Date" Date shall be the date upon which the Tenant is tendered the Premises. The taking of possession of the Premises have been substantially completed in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"). Landlord shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (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 Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, condition as of the date when possession was so taken, except taken and that Tenant has determined that the Premises are suitable for those uncompleted items set forth in writing by Tenant's intended purposes. Landlord has made no warranties with respect to suitability and Tenant prior to Tenant taking possession hereby expressly waives any implied warranty of the Premisessame. Tenant further acknowledges that no representations as to the condition repair of the Premises, nor promises to alter, remodel or improve the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease. If this Lease Agreementis 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 the Commencement Date, Landlord shall not be deemed to be in default hereunder, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the Commencement Date; and Landlord hereby waives payment of rent covering any period prior to the tendering of possession to Tenant hereunder. On or before After the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenant.

Commencement Date. The "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 be commence on the date upon which Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Premises have been substantially completed Expiration Date. Except as otherwise expressly provided in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"). ARTICLE 4, if Landlord shall notify Tenant in writing as soon as Landlord deems does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be substantially completed. In liable for any damage thereby, this Lease shall not be void or voidable thereby, and the event that Term shall not commence until Landlord tenders possession of the Premises are to Tenant. No failure to tender possession of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. Once the Commencement Date is determined, 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 substantially completed in accordance with affect the Plans and Specificationsdetermination of such dates. For purposes of determining whether Tenant has accepted possession of the Premises, Tenant shall notify Landlord in writing be deemed to have done so when Tenant first moves Tenant’s Property and/or any 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 personnel into the Premises are substantially completedand/or commences construction. Taking of possession Such actions by Tenant shall be deemed conclusively to establish conclusive evidence, as against Tenant, that Landlord has completed the Abatement as described in Section 4.1 of this Lease, except for 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 Premises have been substantially completed in accordance with its then current condition and at the Plans and Specifications and that time such actions were taken, the Premises are and the Building were in a good and satisfactory condition, condition as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant 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 dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to TenantLease.

Commencement Date. The term "Commencement Date" shall be mean the date upon which when all of the Premises 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 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 accordance with the plans and specifications described on EXHIBIT C attached hereto (case of Office B, the "Plans and Specifications")pm·king structure has been completed. Landlord shall notify provide Tenant in writing as soon as Landlord deems with access to a Building prior to the Premises to be substantially completed. In Commencement Date for that Building for purposes of installing its fixtures and equipment, preparing the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (5) days after Tenant receives such notice. Landlord shall have a reasonable time after delivery of Building for Tenant's notice in which to take such corrective action as may be necessaryuse and occupancy, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except or for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made any other purpose permitted by Landlord, unless provided that (1) such are expressly set forth access is in this Lease Agreement. On or before the Commencement Datecompliance with Applicable Laws, (2) 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 dispute regarding when or whether shall not unreasonably interfere with the work performed or required to be performed by Landlord has been substantially completedin 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 certificate of General Contractor and/or Landlord's architect or insurer. If the Tenant Improvements for a certificate of occupancy issued by Building are substantially completed prior to the local government authority permitting occupancy Commencement 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 Premises 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 for the Building and the Commencement Date for the Building shall be conclusive evidence of such completionthe date otherwise provided in the Lease for commencement, effective on rather than the date of early occupancy. Tenant's obligation to pay the delivery additional rent related to Expenses shall begin as of Tenant's occupancy of all or any portion of the Premises. Notwithstanding that the Commencement Date for a Building has not have occun-ed, in the event Tenant or a Tenant-Related Xxxxx occupies space (other than common areas) within the Building for the Tenant's intended use for the space during the term of the Lease, Monthly Base Rent shall be payable to Landlord with respect to such certificate to space, provided, however, that in the event Tenant 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 (excluding common areas), the Monthly Base Rent for the entire Building shall be due and payable.

Commencement Date. The Term of the 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, that date shall be the Commencement Date, and the Lease shall continue in full force and effect for the period of time specified as the Term or until this Lease is terminated as otherwise provided herein. The Premises shall be deemed to be "Substantially Complete" on the earliest of the date upon on which: (1) Landlord files or causes to be filed with the City in which the Premises have been substantially completed in accordance with the plans are located (if required) and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"). Landlord shall notify delivers to Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (5) days after Tenant receives such notice. Landlord shall have a reasonable time after delivery of Tenantan architect's notice in which to take such corrective action as may be necessaryof substantial completion, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so or similar written notice that the Premises are substantially completedcomplete, (2) Tenant commences business operations in the Premises, or (3) a certificate of occupancy is issued for the Premises. Taking Landlord shall arrange for the construction of possession by certain Tenant shall be deemed conclusively to establish that Improvements (as defined in the Premises have been substantially completed Work Letter), if any, in accordance with and subject to the Plans and Specifications and that the Premises are in good and satisfactory condition, as terms of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations Work Letter attached hereto as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, EXHIBIT B. Tenant shall, upon demanddemand after delivery of the Premises to Tenant, execute and deliver to Landlord a letter 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 delivery of the Premises. If the Premises are not Substantially Complete on the Estimated Commencement Date, on Landlordthis Lease shall remain in effect, Landlord shall not be subject to any liability, and the Commencement Date shall be delayed until the date the Premises are Substantially Complete. Tenant acknowledges that it has had an adequate opportunity to inspect and investigate all matters relevant to the Premises, using experts and other qualified professionals, and that Tenant has determined that the Premises are acceptable for Tenant's standard formuse. In Tenant further acknowledges that, except to the event of limited extent, if any, specifically provided in this Lease, neither Landlord nor any dispute regarding when broker or whether agent has made any representations or warranties in connection with the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy physical condition of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of or their fitness for Tenant's use upon which Xxxxxx has relied directly or indirectly for any such certificate to Tenantpurpose.

Commencement Date. The "If 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 Tenant Plan Delay (not to exceed ninety (90) days (as such terms are defined in Exhibit B). Tenant shall use Landlord’s Contractor (as defined below) for the Tenant Improvements, subject to (i) Tenant’s approval, which shall not be unreasonably withheld or delayed if the bids submitted are competitive, of the bids submitted by Landlord’s Contractor and its subcontractors, and (ii) Tenant’s right to audit Landlord’s Contractor’s books and records with respect to the Tenant Improvements as set forth in Exhibit B attached hereto. Within ten (10) business days after written request by Landlord (which request shall not be made until Substantial Completion of the Tenant Improvements has occurred in all the Buildings), Landlord and Tenant 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 upon on which Tenant is to commence paying Rent. The word “Term” whenever used herein refers to the Premises have been substantially completed initial term of this Lease and any valid extension(s) or renewal(s) thereof. For avoidance of doubt, Tenant’s occupancy of one or more Buildings for purposes of commencing business operations prior to Substantial Completion of the Tenant Improvements in accordance with all of the plans Buildings shall not be 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 as set forth in the Basic Lease Information and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"). Landlord shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (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 Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively subject to establish that all the Premises have been substantially completed in accordance other terms and conditions of this Lease with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as respect to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute particular occupancy and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenantbusiness operations.

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

Commencement Date. Tenant shall be liable to Landlord for the payment of Rent and any other payment as set forth in the Lease. The "“Commencement Date" ” under the Lease shall be 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 shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (5) business days after the later of (1) date on which the Improvements and Tenant receives such notice. Landlord shall have a reasonable time after delivery Improvements are Substantially Completed and (2) May 1, 2008; provided, however, in the event Substantial Completion of Tenant's notice in which the Improvements and any Tenant Improvements is delayed due to take such corrective action as may Tenant Delays, then for purposes of the payment Rent and any other payment required to be necessary, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession made by Tenant pursuant to the Lease, the Commencement Date shall be deemed conclusively to establish that date five (5) business days after the Premises date on which the Improvements would have been substantially completed in accordance with Substantially Completed but for the Plans and Specifications and that occurrence of such Tenant Delays. If the Premises Improvements are in good and satisfactory conditionnot Substantially Completed but are partially ready for occupancy, as of Tenant may, but need not, occupy the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition portion of the Premises or that is ready for occupancy, provided such partial occupancy is permitted by applicable law, and in the Building have been made by Landlord, unless event of such are expressly set forth in this Lease Agreement. On or before partial occupancy (other than occupancy necessary to complete the Commencement DateTenant Improvements), Tenant shall, upon demand, execute and deliver 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 letter proportionate basis shall commence on the date on which Tenant first occupies and takes possession of acceptance of delivery any portion of the Premises, on Landlord's standard formand shall continue through the Commencement Date. In the event of any dispute regarding when or whether the work performed or required Tenant’s right to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or so occupy and utilize a certificate of occupancy issued by the local government authority permitting occupancy portion of the Premises shall nevertheless be conclusive evidence subject to Landlord’s reasonable approval, and throughout such partial occupancy, Tenant shall fully cooperate with Landlord to facilitate Landlord’s Substantial Completion of such completion, effective on the date any remaining or outstanding Improvements without any interference. If Tenant occupies any portion of the delivery Premises prior to Substantial Completion thereof, the provisions of any the Lease shall apply to such certificate to occupancy or use of the Premises by Tenant, except that the Term of the Lease shall not commence until the Commencement Date.

Commencement Date. The "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 be the commence on that date upon which the Premises have been substantially completed in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans 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" specified in Article 1. If Landlord does not tender possession of Block One to Tenant on or before the Scheduled Rent Commencement Date (Block One) or Block Two by the Scheduled Rent Commencement Date (Block Two), for any reason whatsoever, Landlord shall not be liable for any damage thereby, and Specificationsthis Lease shall not be void or voidable thereby. . No failure to tender possession of the applicable portion of the Premises to Tenant on or before the Scheduled Rent Commencement Date (Block One) or the Scheduled Rent Commencement Date (Block Two), as the case may be, shall in any way affect any other obligations of Tenant hereunder, provided, however, that Landlord shall use its commercially reasonable efforts to recover possession of Block Two on May 31, 2000, or as soon thereafter as is reasonably feasible (without any obligation to commence any unlawful detainer proceedings against Chevron Corporation). In addition, Landlord covenants and agrees not to amend the lease with Chevron Corporation in order to grant Chevron Corporation the right to remain in possession of Block Two after May 31, 2000. In addition, if Landlord is unable to tender Block Two to Tenant 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 notify Tenant tender such Temporary Space in writing as soon as 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 deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing 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 its objections within five (5) days after such dates. For purposes of determining whether Tenant receives such notice. Landlord shall have a reasonable time after delivery has accepted possession of Tenant's notice in which to take such corrective action as may be necessarythe Premises, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish have done so when Tenant first moves Tenant's Property and/or any of its personnel into the Premises, except to the extent that the Premises have been substantially completed Tenant is authorized in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as this Lease or by Landlord's agreement to do any of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior foregoing without being deemed to Tenant taking have accepted possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant 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 dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenant.\

Commencement Date. The "Commencement Date" shall be 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 shall notify Tenant in writing as soon as Landlord deems of Substantial Completion and Tenant shall commence occupancy of the Initial Premises to be substantially completedon 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 Premises are Tenant contends that the Tenant Improvements have not substantially completed in accordance with the Plans and Specificationsfact been Substantially Completed, Tenant shall notify Landlord in writing of its objections within five ten (510) calendar days after Tenant receives such noticeits receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after delivery its receipt of Tenant's notice in which to take such corrective action as may be necessarynecessary to achieve Substantial Completion, and Landlord shall notify Tenant in writing as soon as it deems when such corrective action has been completed so that the Premises are substantially completed. Taking Notwithstanding any notification by Tenant to the contrary, taking of possession by Tenant shall be deemed conclusively to establish the Commencement Date as specified in the definition of that the Premises have been substantially completed in accordance with the Plans and Specifications term and that the Premises and Tenant Improvements are in good and satisfactory condition, as of the date and when possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of taken and that the PremisesCommencement Date occurred. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard formLease. In the event of any dispute regarding when or as to whether the work performed or required to be performed by Landlord has Tenant Improvements have been substantially completedSubstantially Completed in accordance with the Plans and Specifications, the certificate of Landlord's architect or a certificate of general contractor shall be conclusive. If on the Commencement Date, Punch List Work for the Tenant Improvements remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy issued by Tenant and Landlord will promptly complete it after the local government authority permitting occupancy Commencement Date. In no event shall Punch List Work delay or postpone the occurrence of the Commencement Date. Changes to the Plans and Specifications shall require the written consent of Landlord and Tenant. Tenant has Landlord's permission to enter the premises to install equipment, furniture, phones and data cable prior to occupancy. Tenant may enter the Premises prior to the Commencement Date to install equipment, furniture, phones and data cabling, provided that, Tenant shall be conclusive evidence of such completion, effective on not interfere with the date construction of the delivery Tenant Improvements. All terms of any this Lease, including Tenant's indemnifications and obligation to maintain insurance, but excluding payment of rent, shall apply to such certificate to early entry by Tenant.

Commencement Date. The "Except as otherwise set forth herein, the “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 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 keep Buyer informed of Seller’s projected completion date for the propylene production facility. Prior to Commencement Date. Seller shall have the option on up to 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 Commencement Date shall be 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 shall notify Tenant in writing as soon as Landlord deems the Premises subject to be substantially completedextension due to a Force Majeure Event. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing Seller is unable to commence deliveries 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 Product to take such corrective action as may be necessary, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in Buyer under this Lease Agreement. On or before Contract on the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery then until the completion of the Premisesconstruction of Seller’s propylene plant and Seller’s commencement of deliveries required hereunder, on Landlord's standard form. In Buyer’s sole remedy shall be the event right to procure replacement quantities of any dispute regarding when or whether Product, up to a Monthly quantity of 21.750.000 pounds, and charge Seller with the work performed or required to be performed additional costs paid by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy Buyer for such replacement quantities in excess of the Premises costs that Buyer would have been obligated to pay Seller hereunder. As to any replacement quantities purchased by Buyer, Buyer shall be conclusive evidence use commercially reasonable efforts to minimize the purchase price of such completion, effective on replacement Product. If the date completion of the delivery construction of any Seller’s propylene plant and Seller’s commencement of deliveries required hereunder has not occurred by March 31, 2011, and such certificate delay has not been caused by Force Majeure Event(s), then Buyer shall have the right to Tenantterminate this Contract by providing Seller with thirty (30) days prior written notice, which notice must be provided, if at all, prior to the completion of the construction of Seller’s propylene plant and Seller’s commencement of deliveries required hereunder.

Commencement Date. The "Notwithstanding anything contained herein to the contrary, the Commencement Date" Date as to the Office portion, and the Commencement Date as to the Branch Bank portion of the Premises respectively shall be deemed to be the earlier of: (a) the date upon which Tenant, or any person occupying any portion of the Office portion or the Branch Bank portion of the Premises have been substantially completed with Tenant's permission, commences business operations from the Premises, or (b) the first (1st) business day following the date of Landlord's delivery of the Premises to Tenant upfitted in substantial accordance with the plans and specifications described Plans (as hereinafter defined) or the date on EXHIBIT C attached hereto which Landlord would have delivered the Premises to Tenant upfitted in substantial accordance with the 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 Specifications")any delays actually resulting from change orders requested by Tenant, providing Landlord shall give notice to Tenant that such change orders will actually cause delays. Landlord shall notify Tenant act in writing as soon as Landlord deems good faith and use diligent efforts to deliver the Premises to be substantially completed. In the event that the Premises are not substantially completed upfitted in accordance with the Plans (including receipt of a certificate of occupancy) to Tenant on or before June 1, 2000 (the "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 delayed because of, the installation of any special equipment or improvements to the Premises to be supplied and Specificationsinstalled by Tenant. However Landlord will allow Tenant access to that portion 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 notify during such installation use reasonable efforts to avoid interfering with any construction on behalf of Landlord that is continuing. Delays as used in writing this Lease shall include Tenant delays as set forth above, those resulting from causes encompassed within the meaning of its objections within five (5) days after Tenant receives such noticethe 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 shall have a reasonable time after delivery of Tenant's notice in which fails 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 deliver the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed upfitted in accordance with the Plans and Specifications and that the Premises are in good and satisfactory conditionPlans, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant 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 dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or including a certificate of occupancy issued occupancy, on or before August 1, 2000, as such date may be or is extended by the local government authority permitting occupancy of the Premises Delays, but in no event later than September 1, 2000, Tenant 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 shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate have no further liability hereunder to TenantLandlord.

Commencement Date. The "Commencement Date" shall be 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 shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completedof Substantial Completion. In the event If Tenant believes that the Premises are Substantial Completion has not substantially completed in accordance with the Plans and Specificationsoccurred, Tenant shall notify Landlord in writing of its objections within five ten (510) days Business Days after Tenant receives such noticeits receipt of the Landlord’s notice described in the preceding sentence. Landlord shall have a reasonable time after delivery its receipt of Tenant's ’s notice in which to take such corrective action as may be necessarynecessary to achieve Substantial Completion, and Landlord shall notify Tenant in writing as soon as it deems when such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively 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 have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date condition when possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of taken and the PremisesCommencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard formLease. In the event of any dispute regarding when or as to whether the work performed or required to be performed by Landlord Substantial Completion has been substantially completedoccurred, the certificate of Landlord's ’s architect shall be conclusive. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant’s refusal or a certificate failure to agree on the nature and extent of occupancy issued by Punch List Work or the local government authority permitting occupancy existence of items of Punch List Work delay or postpone the occurrence of the Premises Commencement Date. Tenant shall be conclusive evidence make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of such completion, effective on the date of the delivery of any such certificate to TenantLandlord.

Commencement Date. The "Notwithstanding anything to the 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" shall be , Substantial Completion of 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 shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (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 Premises are substantially completed. Taking of possession by Tenant Improvements shall be deemed conclusively to establish have occurred on the date that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as Substantial Completion of the date possession was so takenTenant Improvements would have occurred but for such Tenant Delay. Without limiting the foregoing, except for those uncompleted items set forth in writing by Landlord shall use commercially reasonable speed and diligence to Substantially Complete the Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On Improvements on or before the Target Commencement Date. Promptly following the Commencement Date, Tenant shallshall execute Landlord’s Letter of Understanding in substantially the form attached hereto as Exhibit C and made a part hereof, upon demandacknowledging (x) the Commencement Date of this Lease, execute and deliver (y) except for any punchlist items related to Landlord a letter the Tenant Improvements, that Tenant has accepted the Leased Premises. If Tenant takes possession of acceptance of delivery and occupies the Leased Premises, Tenant shall be deemed to have accepted the Leased Premises and that the condition of the PremisesLeased Premises and the Building was at the time satisfactory and in conformity with the provisions of this Lease in all respects, on Landlord's standard form. In subject to any punchlist items related to the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to TenantTenant Improvements.

Commencement Date. Subject to the terms and 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 advanced to such earlier date as Tenant commences substantial occupancy of the 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" ). Upon the earlier of (i) substantial completion of the Tenant Improvements, the date of which shall be established by Landlord’s construction supervisor, or (ii) the date upon by which Tenant has substantially occupied the Premises have been substantially completed as provided in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"). Article 1.H set forth above, Landlord shall notify execute and deliver to Tenant the Commencement Date Confirmation in writing the form as soon as set forth in Exhibit E, which Tenant shall execute and return to Landlord deems within 5 days after receipt thereof. Tenant’s failure to timely execute and deliver the Premises to be substantially completed. In the event Commencement Date Confirmation shall constitute an acknowledgment by Tenant that the Premises statements included in such notice are not substantially completed true and correct, without exception. If Tenant disagrees with any matters set forth in accordance with the Plans Commencement Date Confirmation, it shall set forth in a written notice to Landlord within such five-day period the matters which it disagrees with, the reasons for such disagreement, and Specifications, the Commencement Date which Tenant shall notify Landlord in writing of its objections within five (5) days after Tenant receives such noticecontends should be established. Landlord shall have a reasonable time after delivery of five days thereafter to accept or reject Tenant's notice in which to take ’s proposed Commencement Date. If Landlord rejects such corrective action as may be necessarydate, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of then the date possession was so taken, except for those uncompleted items set forth in writing the initial Commence Date Confirmation executed and delivered by Tenant prior to Tenant taking possession Landlord shall be used for the purposes hereof until the matter is resolved by legal proceedings or further agreement of the PremisesParties. Tenant acknowledges that no representations as to To the condition extent the Premises includes an entire floor of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement DateBuilding, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery shall have exclusive use of the Premises, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of Common Areas located within such completion, effective on the date of the delivery of any such certificate to Tenantfloor.

Commencement Date. The "Tenant shall have and hold the Premises, 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 Term shall commence on the Commencement Date" Date as set forth in the Data Sheet. If Landlord shall be unable to give possession of the Premises on the Commencement Date 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 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")are ready for occupancy. The failure of Landlord shall notify Tenant in writing as soon as Landlord deems to give possession of the Premises to be substantially completed. In Tenant and complete Landlord's Tenant Improvements as described in Section 4.02 above by the event that Commencement Date shall in no way affect the Premises are validity of this Lease or the obligations of Tenant hereunder unless not substantially completed by June 1, 2001, in accordance with the Plans and Specifications, which case Tenant shall notify Landlord in writing of its objections within five (5) days after have the right to terminate this Lease. If 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, is given and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking accepts possession of the Premises. Tenant acknowledges 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 date that no representations as to the condition possession of the Premises or is given to Tenant. Tenant may have access to the Building have been made by Landlord, unless such are expressly set forth in Premises upon the execution of this Lease Agreement. On or before for the Commencement Datepurpose of installing Tenant's Tenant Improvements, fixtures and furniture and other items supplied by 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 dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises no rent shall be conclusive evidence of payable during such completion, effective on the date of the delivery of any such certificate to Tenanttime.

Commencement Date. (a) The "Commencement Date" Date shall be on or before April 1, 2002. Tenant acknowledges that it has inspected and accepts the date upon Premises, and specifically the buildings and improvements comprising the same, in their present condition as suitable for the purpose for 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 shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (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 Premises are substantially completedleased. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans said buildings and Specifications and that the Premises other improvements are in good and satisfactory condition, condition as of the date when possession was so taken, except taken and that Tenant bas determined that the Premises are suitable for those uncompleted items set forth in writing by Tenant's intended purposes. Landlord has made no warranties with respect to suitability and Tenant prior to Tenant taking possession hereby expressly waives any implied warranty of the Premisessame. Tenant further acknowledges that no representations as to the condition repair of the Premises, nor promises to alter, remodel or improve the Premises or the Building have been made tirade by Landlord, unless such are expressly set forth in this Lease Agreementlease. On If this lease is executed before the Premises become vacant or before otherwise available and ready for occupancy, or if any present tenant or occupant of the Premises holds over, and Landlord cannot acquire possession of the Premises prior to said Commencement Date, Landlord shall not be deemed to be in default hereunder. and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the Commencement Date; and Landlord hereby waives payment of rent covering any period prior to the tendering of possession to Tenant hereunder. After the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenant.,

Commencement Date. The "Commencement Date" Date shall be the date upon which that is thirty (31) days after the Premises have been substantially completed in accordance with the plans and specifications described on EXHIBIT C attached hereto Delivery Date (as defined below). The Commencement Date is projected to be April 1, 2016 (the "Plans and Specifications"“Projected Commencement Date”). Landlord shall notify provide Tenant in writing as soon access to the Leased Premises thirty-one (31) days prior to the Commencement Date (the “Delivery Date”) to perform wiring and other similar work at such time as Landlord deems completes the Premises to be substantially completed. In the event that the Premises are not substantially completed 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 Plans reasonable supervision of Landlord and SpecificationsLandlord’s contractor. The “Projected Delivery Date” is March 1, 2016. If Tenant is not permitted to occupy the Leased Premises on or before the 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 partial month beyond the Projected Commencement Date that Tenant is not permitted to occupy the Leased Premises, but only if and to the extent Tenant actually pays such amount to its existing landlords and only to the extent such amount is “hold-over” rent in addition to the base rent otherwise payable by Tenant to its existing landlords. Tenant’s entry prior to the Commencement Date for the limited purposes described above shall be free of charge; provided, Tenant shall notify indemnify, hold harmless and defend Landlord in writing of against any damage or caused by Tenant or its objections within five (5) agents and contractors. Tenant or Landlord may terminate this Lease if Landlord has not obtained the necessary government authority approvals for construction on or prior to February 1, 2015. If the Commencement Date does not occur on or before 180 days after Tenant receives such notice. Landlord shall have a reasonable time after delivery the Delivery Date then, except if delayed for reasons of Tenant's notice in which to take such corrective action as may be necessaryforce majeure, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory conditionhave, as its sole remedy, the right to terminate this Lease. Tenant may, as its sole remedy, terminate this Lease if Landlord has not commenced construction of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant Building on or prior to Tenant taking possession April 1, 2015 except if delayed for reasons of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant 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 dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenantforce majeure.

Commencement Date. From and after the Commencement Date (except as set forth in this Exhibit B), Tenant shall be liable to Landlord for the payment of Rent and any other payment as set forth in the Lease. The "“Commencement Date" ” under the Lease shall be the date upon on which the Premises Improvements (excluding completion of any Tenant Improvements or Tenant’s Extra Work) are Substantially Completed; provided, however, in the event Substantial Completion of the Improvements (excluding completion of any Tenant Improvements or Tenant’s Extra Work) is delayed due to Tenant Delays, then for purposes of the payment Rent and any other payment required to be made by Tenant pursuant to the Lease, the Commencement Date shall be that date on which the Improvements would have been substantially completed Substantially Completed but for the occurrence of such Tenant Delays. If the Improvements are not Substantially Completed but are partially ready for occupancy, Tenant may, but need not, occupy the portion of the Improvements that is ready for occupancy, provided such partial occupancy is permitted by applicable law, and in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications"). Landlord shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that of such partial occupancy, and if Tenant elects to partially occupy the Premises are not substantially completed in accordance with the Plans and SpecificationsImprovements, Tenant shall notify pay to 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 pro rata Rent based upon the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition area of the Premises or so occupied by Tenant. Such obligation to pay Rent on a proportionate basis shall commence on the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, date on which Tenant shall, upon demand, execute first occupies and deliver to Landlord a letter takes possession of acceptance of delivery any portion of the Premises, on Landlord's standard formand shall continue through the Commencement Date. In the event of any dispute regarding when or whether the work performed or required Tenant’s right to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or so occupy and utilize a certificate of occupancy issued by the local government authority permitting occupancy portion of the Premises shall nevertheless be conclusive evidence subject to Landlord’s reasonable approval, and throughout such partial occupancy, Tenant shall fully cooperate with Landlord to facilitate Landlord’s Substantial Completion of such completionany remaining or outstanding Improvements without any interference. Except for Tenant’s entry into the Premises for purposes of inspections and performing and installing Tenant Improvements pursuant to Section 8 of this Exhibit B, effective on the date Tenant shall not occupy any portion of the delivery of any such certificate Premises prior to TenantSubstantial Completion thereof.

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 (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 as hereinafter provided, the Term shall end on the "Expiration Date" specified in Article 1. Landlord shall use its commercially reasonable efforts to tender all four (4) of the floors comprising the Premises within thirty (30) days following the Term Commencement Date. Tenant's obligation to pay Fixed Rent and Operating Expenses and Taxes shall commence on a Floor by Floor basis as each such Floor is tendered to Tenant in its Ready for Occupancy condition. If Landlord does not tender possession of all or any portion of the Premises to Tenant on or before the Scheduled Commencement Date in its Ready for Occupancy condition for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and Tenant shall not be liable for any Rent or any other sums payable by Tenant hereunder with respect to any nontendered portion of the Premises (except for (1) any special services provided by Landlord at Tenant's request with the understanding that Tenant's obligation to pay therefor is not conditioned upon delivery of the Premises and which are not customarily provided to tenants of buildings comparable to the Building except at additional cost and (2) any damages or claims under any indemnities by Tenant set forth in this Lease) until Landlord tenders possession of such portion of the Premises to Tenant in its Ready for Occupancy condition, unless the delay in tendering possession of the Premises to Tenant is caused by "Tenant Delays" as defined in the Workletter Agreement. If any such delay in Landlord's tendering possession of the Premises to Tenant is caused by Tenant Delays, then Tenant shall be liable for Rent commencing on the date Landlord would have been able to tender possession of the Premises to Tenant with the Premises in its Ready for Occupancy condition had there not occurred Tenant Delays. No failure to tender possession of the Premises to Tenant on or before the Scheduled Commencement Date shall in any way affect any other obligations of Tenant hereunder; provided, however, that if Landlord fails to tender possession of the Premises in their Ready for Occupancy condition by December 31, 2000 (the "Termination Date"), which Termination Date shall be extended one (1) day for each day of Tenant Delays, then Tenant shall have the right, upon which 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 substantially completed in accordance with delivered and the plans Commencement Date has been determined, Landlord and specifications described on EXHIBIT C attached hereto 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 "Plans and Specifications")Premises, but any failure to execute such an amendment shall not affect the determination of such dates hereunder. Landlord Tenant shall notify Tenant in writing as soon as Landlord deems 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 Premises, including, without limitation, Tenant's installation of telecommunications and computer cables, provided that in connection with any such early entry (a) Landlord reasonably determines that such entry would not unreasonably impede or interfere with Landlord's construction of the Improvements and (b) Tenant's entry shall be subject to be substantially completedsuch safety procedures and restrictions as Landlord's contractor may reasonably impose. In To the event that fullest extent permitted by law but excluding the Premises are not substantially completed in accordance with the Plans and Specificationsgross negligence or willful misconduct of Landlord or its employees, agents or contractors, Tenant shall notify Landlord in writing hereby assumes the entire risk of its objections within five (5) days after Tenant receives such notice. Landlord shall have a reasonable time after delivery damage of, or injury to, any of Tenant's notice furniture, furniture systems or equipment installed or placed 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 any portion of the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant 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 dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenant.

Commencement Date. (a) The "Commencement Date" Date shall be the January 1, 2009 (or such other 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 shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (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 when the Premises are substantially completedcomplete in regard to Article 27 of this Lease). Tenant acknowledged that it has inspected and accepts the Premises, and specifically the buildings and improvements comprising the same, in their present condition as suitable for the purpose for which the Premises are leased. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans said buildings and Specifications and that the Premises other improvements are in good and satisfactory condition, condition as of the date when possession was so taken, except taken and that Tenant has determined that the Premises are suitable for those uncompleted items set forth in writing by Tenant’s intended purposes. Landlord has made no warranties with respect to suitability and Tenant prior to Tenant taking possession hereby expressly waives any implied warranty of the Premisessame. Tenant further acknowledges that no representations as to the condition repair of the Premises, nor promises to alter, remodel or improve the Premises or the Building have been made by Landlord, unless such are expressly set forth in writing in this Lease AgreementLease. On or before 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, on Landlord's standard form. In Tenant agrees to inspect the event Premises immediately upon occupancy and to notify Landlord in writing with ten (10) calendar days of occupancy of any dispute regarding when or whether the work performed or “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 performed by Landlord has been substantially completed, conclusively presumed to mean that the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy condition of the Premises shall be conclusive evidence is acceptable to Tenant and in good working order. Landlord agrees to repair any latent defects which are reported to Landlord in writing by Tenant within ten (10) calendar days of such completion, effective on the date Tenant’s discovery and notification to Landlord of the delivery of any such certificate to Tenantsame.

Commencement Date. The "Commencement Date" 2.4.1 Landlord shall be complete the date upon which the Premises have been substantially completed Tenant Improvements in accordance with the plans and specifications described on EXHIBIT C attached hereto (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 as soon as Landlord deems the Premises to be substantially completedof Substantial Completion. In the event If Tenant believes that the Premises are Substantial Completion has not substantially completed in accordance with the Plans and Specificationsoccurred, Tenant shall notify Landlord in writing of its objections within five (5) days Business Days after Tenant receives such noticeits receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after delivery its receipt of Tenant's notice in which to take such corrective action as may be necessarynecessary to achieve Substantial Completion, and Landlord shall notify Tenant in writing as soon as it deems when such corrective action has been completed so that the Premises are substantially completedachieved. Taking of possession by Tenant shall be deemed conclusively 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 have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as 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 date possession was so takenTenant Improvements to be made by Landlord, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that the Premises shall be delivered AS IS and that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant 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 dispute regarding when or as to whether the work performed or required to be performed by Landlord Substantial Completion has been substantially completedoccurred, the a certificate of Landlord's architect or a certificate general contractor shall be deemed conclusive. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will work diligently to complete it within thirty (30) days after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of occupancy issued by Punch List Work or the local government authority permitting occupancy existence of items of Punch List Work delay or postpone the occurrence of the Premises Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of Landlord, which consent shall not be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenantunreasonably withheld.

Commencement Date. The Improvements are to be erected upon the Leased Premises pursuant to a separate Leasehold Improvements Agreement between Lessor and Lessee, as described in Section 6.1, and the "Commencement Date" shall be the earlier of the date Lessee begins operating its business in the Leased Premises or the scheduled "Commencement Date" as stated herein; and if no improvements are to be erected upon which the Leased Premises have been substantially completed in accordance with pursuant to a Leasehold Improvements Agreement, the plans and specifications described on EXHIBIT C attached hereto Commencement Date shall be January 1, 1996 (the "Plans and SpecificationsCommencement Date"). Landlord The Commencement Date shall notify Tenant in writing as soon as Landlord deems constitute the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (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 Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as commencement of the date possession was so takenterm of this Lease for all purposes, except whether or not Lessee has actually taken possession. If this Lease is executed before the Leased Premises become vacant or otherwise available and ready for those uncompleted items set forth in writing occupancy by Tenant prior to Tenant taking Lessxx, xx if any present occupant of the Leased Premises holds over and Lessor cannot acquire possession of the Premises. Tenant acknowledges that no representations as to the condition of the Leased Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shallthen (a) Lessee's obligation to pay rent hereunder shall be waived until Lessor tenders possession of the Leased Premises to Lessee, upon demand(b) the term shall be extended by the time between the scheduled Commencement Date and the date on which Lessor tenders possession of the Leased Premises to Lessee (which date will then be defined as the Commencement Date), (c) Lessor shall not be in default hereunder or be liable for damages therefore, and (d) Lessee shall accept possession of the Leased Premises when Lessor tenders possession thereof to Lessee. By occupying the Leased Premises, Lessee shall be deemed to have accepted the Leased Premises in their condition as of the date of such occupancy. Lessee shall execute and deliver to Landlord a letter of acceptance of delivery of the PremisesLessor, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenant.within

Commencement Date. The "Commencement Date" Date shall be the earlier of (a) the date upon which of Substantial Completion of the Tenant Improvements in the Premises have been substantially completed and (b) the date Tenant commences to conduct business in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications")Premises. Landlord shall notify Tenant in writing as soon as Landlord deems at least five (5) Business Days in advance of the Premises to be substantially completedestimated Substantial Completion. In the event If Tenant believes that the Premises are Substantial Completion has not substantially completed in accordance with the Plans and Specificationsoccurred, Tenant shall notify Landlord in writing of its objections within five (5) days Business Days after Tenant receives such noticeits receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after delivery its receipt of Tenant's notice in which to take such corrective action as may be necessarynecessary to achieve Substantial Completion, and Landlord shall notify Tenant in writing as soon as it deems when such corrective action has been completed so that completed. The conduct of business by Tenant from the Premises are substantially completedshall 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. Taking Such commencement of possession by Tenant the conduct of business shall be deemed conclusively to further establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of condition upon such commencement and the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the PremisesCommencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard formLease. In the event of any dispute regarding when or as to whether the work performed or required to be performed by Landlord Substantial Completion has been substantially completedoccurred, the certificate of Landlord's architect or a general contractor or the certificate of occupancy issued or the equivalent sign-off by the local government authority permitting occupancy 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, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will endeavor to promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work Delay or postpone the occurrence of the Commencement Date. Tenant shall make no changes to the Plans or the work reflected in the Plans without the prior written consent Of Landlord, which consent shall not be unreasonably withheld. If the estimated date of Substantial Completion changes at any time after Landlord has given notice pursuant to this Paragraph, then Landlord shall give at least five (5) Business Days advance notice of the new estimated date of Substantial Completion. If (a) Substantial Completion has not occurred by the date which is twelve (12) weeks after the Tenant Waiver Date (as defined in Section 4.5 of the Tenant Work Letter) (the "Target Date"), this Lease shall remain in full force and effect and shall not be void or voidable; and (b) such delay is not due to any delays resulting from or arising out of any acts or omissions of Tenant or Tenant's Agents or any Force Majeure event (as defined below; provided, however, that for purposes of this sentence, the term "Force Majeure" shall not include any labor strikes, unless the same are caused by the acts of Tenant or Tenant's Agents), then for each day that Substantial Completion is delayed beyond the Target Date, Tenant shall receive one (1) day of Base Rent credit against Base Rent next coming due so long as Tenant has not yet commenced business operations from the Premises and Tenant is not in default beyond applicable cure periods under any of the terms or conditions of this Lease. Notwithstanding the foregoing, if Substantial Completion has not occurred by the date which is sixteen (16) weeks after the Tenant Waiver Date (the "Outside Date"), and such delay in Substantial Completion is not due in whole or in part to the acts or omissions of Tenant or Tenant's Agents or to any event of Force Majeure (provided, however, that for purposes of this sentence, the term "Force Majeure" shall not include any labor strikes, unless the same are caused by the acts of Tenant or Tenant's Agents), the Tenant shall have the right, as its sole remedy, to terminate this Lease by delivering written notice to Landlord on or before the tenth (10th) day following the Outside Date. If Tenant timely and properly exercises its right to terminate this Lease pursuant to this Section, then Landlord shall promptly return the Security Deposit and the Prepaid Rent to Tenant. If Tenant fails to deliver such notice on or before the tenth (10th) day following the Outside Date, then Tenant shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate deemed to Tenanthave waived its right to terminate this Lease under this Section 2.5.

Commencement Date. The "Notwithstanding anything contained herein to the ----------------- contrary, the Commencement Date" Date shall be deemed to be the earlier of: (a) the date upon which Tenant, or any person occupying any portion of the Premises have been substantially completed in accordance with Tenant's permission, commences business operations from the plans and specifications described on EXHIBIT C attached hereto Premises, or (b) the "Plans and Specifications"). Landlord shall notify Tenant in writing as soon as Landlord deems first (1st) business day following the date of Landlord's delivery of the Premises to be substantially completed. In the event that the Premises are not substantially completed Tenant upfitted in accordance with the Plans and Specifications, Tenant shall notify (as hereinafter defined) or the date upon which Landlord in writing of its objections within five (5) days after Tenant receives such notice. Landlord shall would 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 delivered the Premises are substantially completed. Taking of possession by to Tenant shall be deemed conclusively to establish that the Premises have been substantially completed upfitted in accordance with the Plans and Specifications and that the Premises are but for Tenant Delays (as hereinafter defined). Landlord shall act in good faith and satisfactory condition, 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 date possession was so takenPlans), except for those uncompleted items set forth in writing by Tenant prior to Tenant taking and (ii) deliver exclusive possession of the Premises. Premises to Tenant acknowledges that no representations as with Landlord's Work and the Tenant Improvements all Substantially Completed in accordance with the Plans to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On Tenant on or before that date (the Commencement "Target Date, ") which is twelve (12) full weeks following the issuance of a building permit by the applicable governmental authority for the Tenant shall, upon demand, execute and deliver Improvements (Landlord agreeing to Landlord use diligent efforts to obtain a letter of acceptance of delivery building permit). Prior to Tenant's occupancy of the Premises, the parties shall agree on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required certain "punchlist" items to be performed by completed after Tenant's occupancy, and Landlord has been substantially completed, agrees to complete such punchlist items promptly after occupancy but in no event more than sixty (60) days after the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy date Tenant takes possession of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenantexcept for delays beyond Landlord's reasonable control.

Commencement Date. The "Commencement (a) Upon the Effective Date" , the terms and provisions hereof shall be fully binding on Landlord and Tenant. The Term of this Lease shall commence on the date upon which Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Premises have been substantially completed in accordance with the plans and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications")Expiration Date. If Landlord shall notify Tenant in writing as soon as Landlord deems does not tender possession of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be substantially completedliable for any damage thereby and this Lease shall not be void or voidable thereby. In the event that No failure to tender possession of the Premises are not substantially completed in accordance with to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. Once the Plans Rent Commencement Date is determined, Landlord and Specifications, Tenant shall notify Landlord in writing execute an agreement stating the Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of its objections within five (5) days after such dates. For purposes of determining whether Tenant receives such notice. Landlord shall have a reasonable time after delivery has accepted possession of Tenant's notice in which to take such corrective action as may be necessarythe Premises, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that have done so when Tenant first moves Tenant’s Property and/or any of its personnel into the Premises have been substantially completed and/or commences construction, except to the extent that Tenant is authorized in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as this Lease or by Landlord’s agreement to do any of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior foregoing without being deemed to Tenant taking have accepted possession of the Premises. Tenant acknowledges that no representations as Notwithstanding anything to the condition contrary contained herein, if Landlord fails to deliver possession of the Premises or to Tenant with Landlord’s Work Substantially Complete by November 21, 2012, and provided such failure is not caused by either (i) Unavoidable Delay, (ii) the Building have been made delay of governmental authorities in issuing permits and/or approvals in connection with Landlord’s Work, (iii) any delay caused by Landlord, unless such are expressly set forth the change in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard form. In the event identity of any dispute regarding when subcontractors performing or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate designated as performing any portion of Landlord's architect ’s Work, or a certificate of occupancy issued by (iv) Tenant Delay (as defined in the local government authority permitting occupancy Work Letter), then, for each day commencing on November 21, 2012 until the date Landlord delivers possession of the Premises to Tenant with Landlord’s Work Substantially Complete, Tenant shall be conclusive evidence entitled to one (1) additional day of such completionabatement of Fixed Rent, effective Tenant’s Operating Payment and Tenant’s Tax Payment accruing hereunder commencing on the date of first day following the delivery of any such certificate to TenantRent Abatement Period.

Commencement Date. The "April 1, 1997, unless the Commencement Date" shall be Date is changed or 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 shall notify Tenant in writing Lease is terminated as soon as Landlord deems the Premises to be substantially completedprovided herein. In the event that the Leased Premises are cannot substantially completed in accordance with be delivered to Tenant for occupancy on or before March 1, 1997, the Plans and Specifications, Tenant Commencement Date shall notify Landlord in writing of its objections within five (5) be thirty days after Tenant receives such notice. Landlord shall have a reasonable time after delivery the later to occur 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 Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as (A) Substantial Completion of the Leased Premises (as hereinafter defined in Section 9(e)), or (B) the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking the Landlord has delivered possession of the PremisesLeased Premises to Tenant, free of all tenants and occupants. Tenant acknowledges that no representations as may occupy the Leased Premises for the 30-day period prior to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, without any obligation to pay any Base Rent hereunder; provided, however, that Tenant shallwill otherwise be required throughout the period of its occupancy prior to the Commencement Date to perform all of its other duties and obligations under this Lease. The Term of this Lease shall commence on the Commencement Date and, upon demandunless extended or sooner terminated as hereinafter provided, execute shall end on the Termination Date, as such dates are respectively defined herein. Tenant may elect to accept delivery of a portion of the Leased Premises when such portion is Substantially Complete (as that term is defined in Section 9(e)) without accepting delivery of all of the Leased Premises, and deliver to Landlord a letter the Commencement Date for such portion shall be deemed the date of such acceptance of all of the Leased Premises; provided, however, that if Tenant elects to so accept delivery of a portion of the Leased Premises, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective then commencing on the date which is 30 days after such acceptance, it will be obligated to pay Base Rent on the occupied portion of the delivery 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 any such certificate to rentable square feet contained within the portion of the Leased Premises so occupied by Tenant, and having as its denominator the number of rentable square feet contained within the entire Leased Premises.

Commencement Date. The "Commencement Date" Landlord shall be the date upon which prepare the Premises have been substantially completed for Tenants occupancy in accordance with the plans and specifications described on EXHIBIT C attached hereto (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 as soon as Landlord deems the Premises to be substantially completedof Substantial Completion. In the event If Tenant believes that the Premises are Substantial Completion has not substantially completed in accordance with the Plans and Specificationsoccurred, Tenant shall notify Landlord in writing of its objections within five ten (510) days Business Days after Tenant receives such noticeits receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after delivery its receipt of Tenant's notice in which to take such corrective action as may be necessarynecessary to achieve Substantial Completion, and Landlord shall notify Tenant in writing as soon as it deems when such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that tenant of the whole or any part of the Premises have been substantially completed shall establish the Commencement Date as specified in accordance with the Plans definition of that term and Specifications 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, as of the date condition when possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of taken and the PremisesCommencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard formLease. In the event of any dispute regarding when or as to whether the work performed or required to be performed by Landlord Substantial Completion has been substantially completedoccurred, the certificate of Landlord's architect or a certificate general contractor shall be conclusive. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of occupancy issued Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of Landlord. Notwithstanding anything to the contrary herein contained, if the Commencement Date shall not have occurred by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on date ("Last Construction Completion Date") which is seven (7) months after the date of this Lease for any reason other than delays caused by Tenant or delays attributable to force majeure (see paragraph 6.8), then Tenant shall have the delivery right to terminate this Lease, exercisable by giving Landlord a written thirty (30) day termination notice on or after the Last Construction Completion Date and on or before the date which is fourteen (14) calendar days after the Last Construction Completion Date, time being of the essence in respect of Tenant's giving said notice. If the Commencement Date shall occur on or before the thirtieth (30th) day following Landlord's receipt of such notice, Tenant's termination notice shall be deemed null and void and of no further force or effect. Notwithstanding anything to the 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 certificate 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 loss, cost, liability, damage or expense (including, without limitation, reasonable attorneys' fees) directly or indirectly arising out of the installation, use, maintenance or repair of Tenant's Conduit, unless caused by Landlord's negligence.

Commencement Date. The "date on which the Landlord’s Work is Substantially Complete (as defined in Paragraph 4 of Exhibit “D. Notwithstanding the foregoing, if Landlord anticipates that the Landlord’s Work will be Substantially Complete prior to the Target Turnover Date (as defined below), Landlord shall provide Tenant with prior written notice thereof at least nine (9) months prior to the anticipated earlier date of such Substantial Completion; provided, however, that (subject to the next grammatical sentence of this Section 1(d)), Tenant shall not be required to accept delivery of the Landlord’s Work, nor shall the Commencement Date commence, more than sixty (60) days prior to the Target Turnover Date" . Notwithstanding the forgoing, if Tenant elects (subject to the terms of Exhibit “D”) to commence the Tenant Finish Work prior to the Substantial Completion of the Landlord’s Work, then the Commencement Date shall be the earlier of (i) the date upon which the Premises have been substantially completed determined in accordance with the plans and specifications described preceding provisions of this Section 1(d), or (ii) the date on EXHIBIT C attached hereto which the Tenant Finish Work is substantially complete (the "Plans and Specifications"). Landlord shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed determined in accordance with Exhibit “D”). If the Plans and SpecificationsLandlord’s Work is not Substantially Complete by the date that is thirty (30) days after the Target Turnover Date, then subject to Excusable Delays (as defined in Exhibit “D”), Tenant shall notify Landlord in writing be entitled to an abatement of its objections within five Minimum Annual Rent (5but not Additional Rent) days after Tenant receives of one (1) day for each such notice. Landlord shall have a reasonable time after delivery day of Tenant's notice in delay, which to take such corrective action as may be necessary, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant abatement shall be deemed conclusively to establish that applied against the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as earliest period of the date possession was so takenTerm for which Minimum Annual Rent would otherwise be payable and, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by at Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed’s election, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises Term shall be conclusive evidence extended one (1) day for each such day of such completion, effective on the date of the delivery of any such certificate to Tenantabatement.

Commencement Date. The "Commencement DateCOMMENCEMENT DATE" shall be mean the last to occur of (a) the date upon which Tenant has received the Premises have certificate of Architect that the Building has been substantially completed in accordance with the plans and specifications described on EXHIBIT C attached hereto Paragraph 3.B; (the "Plans and Specifications"). Landlord shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five b) sixty (560) days after the date Tenant receives such notice. Landlord shall have a reasonable time after delivery has received the certificate of Landlord's Space Planner and 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 Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish Space Planner that the Premises have been substantially completed pursuant to the Tenant Improvement Plans; and (c) the date on which Landlord has secured all necessary certificates, authorizations, permits and approvals customarily given for occupancy of the Premises from the applicable governmental authorities, provided that Tenant is allowed to occupy the Premises. If and to the extent that Tenant Delay (as defined in the Work Letter) shall be the sole cause of delay of the Commencement Date to a date subsequent to that on which the Commencement Date would have occurred had such Tenant Delay not occurred, then notwithstanding the foregoing definition of Commencement Date, the Commencement Date for all purposes of this Lease shall be deemed to be such earlier date as the Commencement Date would have occurred had such Tenant Delay not occurred. If the Landlord's Space Planner and Tenaxx'x Xpace 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 Plans anticipated substantial completion of the entire Premises and Specifications Building as described in Paragraph 3.B. and that a second written notice on the date which Landlord claims as the actual substantial completion date for the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant which shall be sixty days prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, . Landlord shall from time to time during construction on the Premises provide Tenant shall, upon demand, execute and deliver to Landlord a letter with at least sixty (60) days prior written notice of acceptance the anticipated substantial completion date of delivery each full floor portion of the Premises, and a second written notice on the date which it claims as the actual substantial completion date of each such floor. After the actual substantial completion date asserted by Landlord for any floor of the Premises, upon five (5) business days prior written notice to Landlord, Tenant shall be entitled to take possession of such floor and occupy it for Tenant's business without charge, except for Landlord's standard form. In ascertainable out-of-pocket costs for those services specified in Paragraphs 8.A.(i) and (iii) and 8.A.(x) (if Tenant is the event only tenant in the Building and additional security is required because of any dispute regarding when or whether Tenaxx'x xccupancy), which in each case are directly attributable to Tenaxx'x xossession of the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy portion of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenantin question.

Commencement Date. The "Space A Commencement Date" shall be the date upon which the Premises have been substantially completed in accordance with the plans and specifications described on EXHIBIT C attached hereto one hundred twenty (the "Plans and Specifications"). Landlord shall notify Tenant in writing as soon as Landlord deems the Premises to be substantially completed. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (5120) days after Tenant receives such noticethe date possession of Space A (exclusive of the 189 s.f. Landlord shall have storage closet which constitutes a reasonable time after delivery 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 notice Work due to Landlord Delays (as defined in which Exhibit C). If possession of Space A is tendered to take such corrective action as may Tenant on December 1, 1998, then the Space A Commencement Date shall, subject to Landlord Delays, be necessaryApril 1, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed1999. Taking of possession by Tenant The "Space B Commencement Date" shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of one hundred twenty (120) days after the date possession was so takenof Space B is tendered to Tenant, except for those uncompleted items set forth as may otherwise be provided in writing 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 Tenant taking possession the Commencement Date for such portion shall be at Tenant's sole risk and deemed pursuant to, and subject to, all of the Premises. Tenant acknowledges that no representations terms and provisions of this Lease, except those involving the payment of Base Rent, and Tenant's Share of Expense Increases and Tax Increases (as to the condition of the Premises or the Building have been made by Landlordsuch terms are hereinafter defined), unless such are except as may otherwise be expressly set forth herein; provided, however, that in this Lease Agreementno event shall Tenant be entitled to take occupancy thereof prior to the date it receives notice from Landlord that Landlord is ready to tender possession thereof to Tenant. On or before Promptly after the Space A Commencement Date, Landlord and Tenant shallhereby agree to execute a Declaration, upon demandin the form attached hereto as Exhibit B, to confirm the Space A Commencement Date. Promptly after the Space B Commencement Date, Landlord and Tenant hereby agree to execute and deliver a Declaration, in the form attached hereto as Exhibit B, to Landlord a letter of acceptance of delivery of confirm the PremisesSpace B Commencement Date. Tenant's failure to execute either Declaration shall not affect either Commencement Date nor the Lease Expiration Date, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued as same are determined by the local government authority permitting occupancy terms of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenantthis Lease.

Commencement Date. The "Commencement Date" Landlord shall be the date upon which prepare the Premises have been substantially completed for Tenant's occupancy in accordance with the plans and specifications described on EXHIBIT C attached hereto (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 as soon as Landlord deems the Premises to be substantially completedof Substantial Completion. In the event If Tenant believes that the Premises are Substantial Completion has not substantially completed in accordance with the Plans and Specificationsoccurred, Tenant shall notify Landlord in writing of its objections within five ten (510) days Business Days after Tenant receives such noticeits receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after delivery its receipt of Tenant's notice in which to take such corrective action as may be necessarynecessary to achieve Substantial Completion, and Landlord shall notify Tenant in writing as soon as it deems when such corrective action has been completed so that the Premises are substantially completed. As of the date of this Lease, Tenant is in possession of Premises C. Taking of possession by Tenant of the whole or any part of Premises A and/or Premises B prior to March 1, 2000 or Substantial Completion in respect of Premises A and B shall be deemed conclusively establish the Commencement Date as specified in the definition of that term for both Premises A and B and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Such taking of possession shall further establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date condition when possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of taken and the PremisesCommencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard formLease. In the event of any dispute regarding when or as to whether the work performed or required to be performed by Landlord Substantial Completion has been substantially completedoccurred, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises general contractor shall be conclusive evidence of such completion, effective conclusive. If on the date of Substantial Completion, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the delivery date of any such certificate Substantial Completion. In no event shall Tenant's refusal or failure to Tenantagree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the date of Substantial Completion or the Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of Landlord. Notwithstanding anything to the contrary herein contained, Landlord shall perform Landlord's Work in respect of Premises C while Tenant is in occupancy of Premises C and may perform Landlord's Work in respect of Premises A and/or B subsequent to March 1, 2000 and possibly while Tenant is in occupancy of Premises A and/or B, or parts thereof. There shall be no allowance to Tenant for diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to Tenant arising from the performance of Landlord's Work.

Commencement Date. The "Subject to Sections l.C and x.X below, the commencement date (“Commencement Date" ”) for this Lease is the date set forth in the Schedule. Notwithstanding the foregoing, if Landlord fails to deliver possession of the portion of the Premises consisting of Building C to Tenant on or before the Commencement Date vacant and otherwise in the condition required hereunder for any reason, then (i) this Lease shall not be void or voidable by either party, (ii) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (iii) the Commencement Date with respect to the portion of the Premises consisting of Building C shall be revised to mean the date upon on which Landlord delivers possession of Building C to Tenant vacant and otherwise in the Premises have been substantially completed condition required hereunder, and the Termination Date shall remain unchanged. Tenant acknowledges and agrees that, notwithstanding anything to the contrary in accordance this Lease, its rights under this Lease with respect to Building C are subject and subordinate in all respects to (i) the plans 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 specifications described on EXHIBIT (ii) any other agreement between Landlord and AM4T to extend the term of the AMAT Lease with respect to Building C attached hereto whether or not reflected in the AMAT Lease or entered into after the date hereof and prior to March 1 , 2003. Landlord will use commercially reasonable efforts to regain possession of Building C in the event that the term of the AMMAT Lease with respect to Building C is not extended as provided in subpart (i) or (ii) hereof for any reason whatsoever and Vitria (as hereinafter defined) or any other occupant remains in occupancy following termination of the "Plans 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 Specifications")Landlord fails to deliver possession of Building C vacant and otherwise in the condition required hereunder within ninety (90) days after the estimated Commencement Date for Building C set forth in Item 10 of the Schedule, then Tenant may, by written notice to Landlord, terminate this Lease with respect to Building C only. Upon any such termination. Landlord shall notify promptly return to Tenant in writing S 146,696.30 representing the portion of the Initial Security Deposit applicable to Building C. Upon request from Tenant. Landlord agrees to promptly inform Tenant as soon as Landlord deems to whether the Premises to be substantially completedAMAT Lease has been extended. In the event that the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within five (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 AMAT Lease is extended as may be necessary, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations subparts (i) or (ii) above, or this Lease is otherwise terminated as to the condition of the Premises or the Building have been made by Landlord, unless such are C as expressly set forth in this Lease, references in this Lease Agreement. On or before to “Building C” shall be deemed deleted, “Premises” and “Building” shall not include Building C, and the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard form. In the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been substantially completedsquare footage, the certificate Base Rent and other rental amounts, Tenant’s Proportionate Share, the number of Landlord's architect or a certificate of occupancy issued by parking spaces, the local government authority permitting occupancy of the Premises Initial Security Deposit and other similar amounts shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenantproportionately reduced.

Commencement Date. The "Commencement Date" Landlord shall be the date upon which prepare the Premises have been substantially completed for Tenant's occupancy in accordance with the plans and specifications described on EXHIBIT C attached hereto (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 as soon as Landlord deems the Premises to be substantially completedof Substantial Completion. In the event If Tenant believes that the Premises are Substantial Completion has not substantially completed in accordance with the Plans and Specificationsoccurred, Tenant shall notify Landlord in writing of its objections within five ten (510) days Business Days after Tenant receives such noticeits receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after delivery its receipt of Tenant's notice in which to take such corrective action as may be necessarynecessary to achieve Substantial Completion, and Landlord shall notify Tenant in writing as soon as it deems when such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that of the whole or any part of the Premises have been substantially completed shall establish the Commencement Date as specified in accordance with the Plans definition of that term and Specifications 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, as of the date condition when possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of taken and the PremisesCommencement Date has occurred. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard formLease. In the event of any dispute regarding when or as to whether the work performed or required to be performed by Landlord Substantial Completion has been substantially completedoccurred, the certificate of Landlord's architect or a certificate general contractor shall be conclusive. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work prior to occupancy by Tenant and Landlord will promptly complete it after the Commencement Date. In no event shall Tenant's refusal or failure to agree on the nature and extent of occupancy issued Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the Commencement Date. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the written consent of Landlord. Notwithstanding anything to the contrary herein contained, if the Commencement Date shall not have occurred by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on date ("Last Construction Completion Date") which IS [SEVEN (7)] months after the date of this Lease for any reason other than delays caused by Tenant or delays attributable to force majeure (see paragraph 6.8), then Tenant shall have the delivery right to terminate this Lease, exercisable by giving Landlord a written thirty (30) day termination notice on or after the Last Construction Completion Date and on or before the date which is fourteen (14) calendar days after the Last Construction Completion Date, time being of the essence in respect of Tenant's giving said notice. If the Commencement Date shall occur on or before the thirtieth (30th) day following Landlord's receipt of such notice, Tenant's termination notice shall be deemed null and void and of no further force or effect. Notwithstanding anything to the contrary in the foregoing contained, there shall be no postponement of the Commencement Date if delay in Substantial Completion shall be due to any such certificate to Tenantchange required by Tenant in the Plans and Specifications.

Commencement Date. The "Upon the Effective Date, the terms and provisions hereof shall be fully binding on Landlord and Tenant prior to the occurrence of any Commencement Date" . The Term of this Lease shall be the date upon which commence in respect of each portion of the Premises have been substantially completed on the Commencement Date in accordance with respect thereof and, unless sooner terminated or extended as hereinafter provided, shall end on the plans Expiration Date. If Landlord does not tender possession of any portion of the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and specifications described on EXHIBIT C attached hereto (the "Plans and Specifications")Term shall not commence in respect of such portion of the Premises until Landlord tenders possession of such portion of the Premises to Tenant. Landlord shall notify Tenant in writing as soon as Landlord deems be deemed to have tendered possession of each portion of the Premises to be substantially completed. In Tenant upon the event giving of notice by Landlord to Tenant stating that such portion of the Premises are not substantially completed is vacant, in accordance with the Plans condition required by this Lease and Specificationsavailable for Tenant's occupancy. No failure to tender possession of any portion of the Premises to Tenant on or before any specified date shall affect any other obligations of Tenant hereunder. Once a Commencement Date is determined, Landlord and Tenant shall notify Landlord in writing 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 its objections within five (5) days after such dates. For purposes of determining whether Tenant receives such notice. Landlord shall have a reasonable time after delivery has accepted possession of Tenant's notice in which to take such corrective action as may be necessaryany portion of the Premises, and Landlord shall notify Tenant in writing as soon as it deems such corrective action has been completed so that the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that have done so when Tenant first moves Tenant's Property and/or any of its personnel into such portion of the Premises have been substantially completed and/or commences construction, except to the extent that Tenant is authorized in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as this Lease or by Landlord's agreement to do any of the date foregoing without being deemed to have accepted possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking 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 no representations as 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 condition 14th Floor Premises and the 15th Floor Premises are on the date hereof subject to a lease that is being modified to provide for the surrender of the 14th Floor Premises or and the Building have been made by Landlord15th Floor Premises. Landlord shall deliver vacant possession of the 2nd Floor Premises to Tenant as promptly as reasonably possible after July 31, unless 2002 and after Landlord obtains vacant possession of such are expressly set forth in this Lease Agreementspace. On or before Landlord shall deliver vacant possession of the Commencement Date14th 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 shall, upon demand, execute and deliver to Landlord a letter not less than 2 Business Days prior notice of acceptance the date of delivery of possession of each of the Premises, on Landlord's standard form. In 14th Floor Premises and the event of any dispute regarding when or whether the work performed or required to be performed 15th Floor Premises by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of the Premises shall be conclusive evidence of such completion, effective on the date of the delivery of any such certificate to Tenant.

Commencement Date. The "Commencement Date" Landlord and Tenant shall be use their best efforts to complete the date upon which Building and the Premises have been substantially completed Initial Tenant Improvements in accordance with Exhibit D hereto on the plans 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 specifications described on EXHIBIT C attached hereto core of the Building (the "Plans Shell and SpecificationsCore Contractor"). , Landlord shall notify 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 writing as soon as Landlord deems its tenant work bid.) If the Premises 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 be substantially completed. In occur on the event that earlier of (i) the Premises are not substantially completed in accordance with the Plans and Specifications, Tenant shall notify Landlord in writing of its objections within date five (5) days weeks after that date that it otherwise would have occurred had the Shell and Core Contractor been chosen to construct the Initial Tenant receives such noticeImprovements (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. Landlord 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 have a reasonable time after delivery of Tenant's notice in which be hereinafter referred to take such corrective action as may be necessary, and Landlord shall notify the "Tenant in writing as soon as it deems such corrective action has been completed so that Improvements Contractor." The Commencement Date with respect to the Initial Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish occur on (A) the later of (I) the completion date specified in the notice ("30 Day Notice") delivered to Tenant at least thirty (30) days prior to the date that the Initial Premises have been substantially will be completed in accordance with for occupancy or (II) the Plans and Specifications and that date the Premises are in good and satisfactory condition, as entirety of the date possession was so taken, except for those uncompleted items set forth Initial Premises is in writing by Tenant prior fact delivered to Tenant taking possession with all of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth in this Lease Agreement. On or before the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises, on Landlord's standard form. In Work and the event of any dispute regarding when or whether the work performed or required to be performed by Landlord has been Initial Tenant Improvements substantially completed, or (B) such earlier date as Landlord would have been able to so deliver the certificate of entire Premises to Tenant but for Tenant Delay (defined below). Subject to Tenant Delay or other causes beyond Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy of control, Landlord shall use its best efforts to deliver the Premises to Tenant no later than the completion date specified in the 30 Day Notice. Notwithstanding the foregoing, the Commencement Date shall be conclusive evidence of such completion, effective deemed to have occurred with respect to the Initial Premises on the date of Tenant first occupies the delivery of any Initial Premises for normal business operations, if such certificate date is earlier than the dates described above. The Commencement Date shall not be deemed to Tenant.occur until the following conditions shall have been satisfied by Landlord:

Commencement Date. The "Subject to adjustment as provided in Article 3, the term “Commencement Date" ” shall be the date upon which mean January 1, 2005. Landlord and Tenant acknowledge and agree that Tenant currently occupies the Premises have been substantially completed under that certain Lease with Landlord dated June 15, 1994 as subsequently amended (“Prior Lease”), the term of which expires on December 31, 2004. The Premises comprise a portion of the total premises leased by Tenant under the Prior Lease. It is the intent of the parties that Tenant will remain in accordance with possession of the plans Premises described in this Lease after the expiration of the term of the Prior Lease and specifications described on EXHIBIT C attached hereto (that Tenant shall surrender the "Plans remainder of the premises leased under the Prior Lease to Landlord pursuant to the surrender terms and Specifications")conditions of the Prior Lease which shall thereafter terminate, and be of no further force and effect. Landlord shall notify Tenant in writing as soon hereby agrees both as Landlord deems under this Lease and as the Premises Landlord under the Prior Lease, that notwithstanding anything to be substantially completed. In the event that contrary in this Lease or the Premises are not substantially completed in accordance with the Plans and SpecificationsPrior Lease, Tenant shall notify have no responsibility for the stairwell to the second floor, including, without limitation, any responsibility for the removal of the stairs upon the expiration of the Prior Lease or for the removal of any other alterations or Tenant improvements made by Tenant under the Prior Lease in the portion of the premises surrendered to Landlord in writing at the expiration of its objections within five (5) days after the Prior Lease. Tenant receives such notice. Landlord shall have a reasonable time after delivery of Tenant's notice in which continue 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 occupy the Premises are substantially completed. Taking of possession by Tenant shall be deemed conclusively to establish that the Premises have been substantially completed in accordance with the Plans and Specifications and that the Premises are in good and satisfactory condition, as of the date possession was so taken, except for those uncompleted items set forth in writing by Tenant prior to Tenant taking possession of the Premises. Tenant acknowledges that no representations as to the condition of the Premises or the Building have been made by Landlord, unless such are expressly set forth described in this Lease Agreementthereafter under the terms and conditions of this Lease. On or before Landlord agrees that after full execution of this Lease but prior to the Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of may commence Tenant’s Work (as described in the Premises, on Landlord's standard form. In Work Letter Agreement attached as Exhibit B) in the event of any dispute regarding when or whether Premises except no work shall be done in the work performed or required to be performed by Landlord has been substantially completed, the certificate of Landlord's architect or a certificate of occupancy issued by the local government authority permitting occupancy portion of the Premises currently subleased to XxXxxxxx and Xxxxxxxx under Sublease Agreement dated June 19, 2002, until Tenant has provided Landlord written evidence that its subtenant has vacated and surrendered possession of the Premises or has consented in writing to Tenant’s work. Completion of such Work shall be conclusive evidence governed by the terms of such completionthis Lease, effective on not the date of the delivery of any such certificate to TenantPrior Lease.