Common use of Completion and Occupancy Clause in Contracts

Completion and Occupancy. 2.3.1 Subject to delay by causes beyond the reasonable control of Landlord, or by the action or inaction of Tenant, Landlord shall endeavor to have the Premises ready for Tenant's occupancy on or before a reasonable period of time following execution of this Lease but not to exceed sixty (60) days. If the Demised Premises are not ready for the Tenant's occupancy on such date, then this Lease shall not be affected thereby but, in such case, such date shall be postponed until the date when the Demised Premises are ready for Tenant's occupancy. and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days of the date of Landlord and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall the Commencement Date be delayed. if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises, or if the delay in the availability of the Premises for occupancy shall be due to special work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior to the time that the Demised Premises shall be deemed to be ready for Tenant's occupancy.

Completion and Occupancy. 2.3.1 Subject The Tenant has examined and shall accept the premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond the its reasonable control and to the vacating and surrendering of Landlordthe premises by any present occupant thereof, or by to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the action or inaction specific date hereinabove designated for the commencement of Tenant, Landlord shall endeavor to have the Premises ready for Tenant's occupancy on or before a reasonable period of time following execution of this Lease but not to exceed sixty (60) daysterm hereof. If the Demised Premises are Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not ready be available for occupancy by the Tenant on the specific date hereinabove designated for the Tenant's occupancy on commencement of the term hereof for any reason, including noncompletion by the Landlord of such datework as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, such said specific date shall be deemed to be postponed until the date when the Demised Premises are ready premises shall be available for occupancy by the Tenant's occupancy. and , provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall not have any no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of such said specific date. Notwithstanding No part of the foregoing, if the Demised Premises are not ready premises shall be deemed unavailable for occupancy by the Tenant's occupancy within ninety (90) days of the date of Landlord and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall any work which the Commencement Date Landlord is obligated to perform in such part of the premises be delayed. if only minor or insubstantial deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of details of construction, decoration or mechanical adjustments remain which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to be done Section 223-a of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the Premisespreceding clause (a), (b) or if (c) of this paragraph, the delay in Tenant, except with the availability consent of the Premises Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be due no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to special workrescind this Lease, changesand the Landlord shall have no liability to the Tenant, alterations or additions required or made by reason thereof. The Tenant in the layout or finish by entering into occupancy of any part of the Premises or any part thereof or premises shall be caused in whole or in part by Tenant through conclusively deemed to have agreed that the delay of Tenant in submitting any plans and/or drawings (includingLandlord, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the Demised Premises date of such occupancy, unless within 10 days after such date the Tenant shall be deemed give notice to be ready for Tenant's occupancythe Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. 2.3.1 Subject 2.1. The Tenant has examined and shall accept the Premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except the work the Landlord is required to do by the terms of this Lease. The Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond its reasonable control, Tenant Delay (as hereinafter defined) and the reasonable control failure of Landlord, or by the action or inaction any present occupant of Tenant, Landlord shall endeavor to have the Premises ready to vacate and surrender the same, to do all of the work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the specific date hereinabove designated for Tenant's occupancy on or before a reasonable period the commencement of time following execution the term of this Lease but not to exceed sixty (60) daysLease. If the Demised Landlord is required by this Lease to do any such work without expense to the Tenant and the cost of such work is increased due to any Tenant Delay, the Tenant shall pay to the Landlord an amount equal to such increase in cost. 2.2. Unless otherwise specifically provided in this Lease, if any of the space demised hereunder and constituting the Premises are shall not ready be available for possession by the Tenant on the specific date hereinabove designated for the Tenant's commencement of the term with respect to such space for any reason, including, without limitation, the continued occupancy on such datein a portion of the Premises by a current subtenant thereof, then this Lease shall not be affected thereby but, in such case, the term commencement date with respect to such date space only shall be postponed until the date when such space shall be available for possession by the Demised Premises are ready for Tenant's occupancy. and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any provided, that there shall be no such postponement of such specific date. Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days term commencement date with respect to any portion of the date Premises the Landlord shall deliver possession of Landlord and Tenant's execution of this Lease, to the Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready or for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall the Commencement Date be delayed. if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises, or if the any delay in the availability of any space in the Premises for occupancy possession by the Tenant which shall be due to special work, changes, alterations (a) any act or additions required or made by Tenant in the layout or finish omission of the Premises or Tenant, any part affiliate thereof or shall be caused in whole their respective agents, officers, partners, directors, contractors, employees, licensees or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (invitees, including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior to the time that the Demised Premises shall be deemed to be ready for Tenant's occupancy.,

Completion and Occupancy. 2.3.1 Subject SECTION 2.01. Tenant acknowledges that it has inspected the premises and agrees to delay by causes beyond accept possession of same in its "as-is" physical condition on the reasonable control of Landlorddate hereof (provided HVAC, or by plumbing, electrical and mechanical systems are in working order on the action or inaction of Tenantdate hereof), it being understood and agreed that Landlord shall endeavor not be obligated to perform any alterations, improvements or repairs to the premises, except that Landlord shall at Tenant s sole cost and expense, furnish Building standard venetian blinds to each window in the premises and Tenant shall pay Landlord's charge for the same (provided Tenant may use any existing blinds at no charge). In addition to the foregoing, the Landlord shall provide: (a) two (2) alarm points on the 30th floor for Tenant's tie-in to the Landlord's Class-E system, and (b) a trimmed opening within a demising wall, no more than six (6) feet in width in a location mutually agreed to by Landlord and Tenant. SECTION 2.02. Tenant shall occupy the premises as soon as the same are available for occupancy. Landlord and Tenant agree that any failure to have the Premises ready premises available to Tenant for Tenant's its occupancy on or before a reasonable period of time following execution date certain shall in no way affect the validity of this Lease but not or the obligations of Tenant hereunder nor shall the same be construed in any wise to exceed sixty (60) days. If extend the Demised Premises are not ready for the Tenant's occupancy on such date, then term of this Lease shall not be affected thereby but, in such case, such date shall be postponed until or impose any liability on Landlord. The provisions of this Section 2.02 are intended to constitute "an express provision to the date when contrary" within the Demised Premises are ready for Tenant's occupancy. and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason meaning of any such postponement of such specific date. Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days Section 223-a of the date of Landlord and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the PremisesNew York Real Property Law. The Fixed Minimum Rent fixed rent reserved and all additional rent covenanted to be paid under this Lease shall commence on the Commencement Daterent commencement date. Notwithstanding Tenant, by entering into occupancy of any part of the aforesaidpremises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part was in satisfactory condition as of the date of such occupancy unless within thirty (30) days after such date (or with respect to latent defect(s), thirty (30) days after the same is/are discovered by Tenant) Tenant shall pay give written notice to Landlord specifying the first monthly installment respects in which the same was not in such condition. SECTION 2.03. If, by reason of Fixed Minimum Rent on any of the execution provisions of this Lease. The Demised Premises , the fixed rent shall not be deemed to be unready commence on any date other than the first day of a calendar month, the fixed rent for Tenant's occupancy or incomplete, nor shall the Commencement Date be delayed. if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises, or if the delay in the availability of the Premises for occupancy such calendar month shall be due to special work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior to the time that the Demised Premises shall be deemed to be ready for Tenant's occupancyprorated.

Completion and Occupancy. 2.3.1 Subject 2.1. The Tenant has examined and shall accept the Premises and each of the Licensed Spaces in its existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except the work the Landlord is required to perform with respect to the Office Space in order to satisfy the Term Commencement Conditions. The Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay caused by causes beyond events of Force Majeure (as defined in Section 2.4.3 below), Tenant Delay (as hereinafter defined) and the failure of any present occupant of the Premises to vacate and surrender the same, to do all of the work during regular working hours and will exercise all reasonable control efforts to complete all of Landlordsuch work not later than October 1, 1998. If the Landlord is required by this Lease to do any such work without expense to the Tenant and the cost of such work is increased due to any Tenant Delay, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Any dispute regarding whether the Landlord has satisfied the Term Commencement Conditions shall be resolved by the expedited dispute resolution procedure set forth in Section 25.13 below. 2.2. Unless otherwise specifically provided in this Lease, if the Premises, or any portion thereof, shall not be available for occupancy by the action Tenant on October 1, 1998 (or inaction of Tenant, on such earlier or later date which the Landlord shall endeavor have notified the Tenant (pursuant to have the Premises ready provisions of Section 2.4.1 below) would be the term commencement date) for Tenant's occupancy on or before a reasonable period any reason, including, without limitation, (a) noncompletion by the Landlord of time following execution such work as it shall be required by the terms of this Lease but not to exceed sixty do in connection with the layout or finish of the Premises, and (60b) days. If any current occupant of the Demised Premises are not ready for remaining in occupancy (including, without limitation, any unavailability resulting from the Tenant's occupancy on such dateexercise by The XxXxxx-Xxxx Companies, then Inc. ("XxXxxx-Xxxx") of any right to delay the expiration of the term of its lease with respect to any portion of the Premises), then, except as provided in Section 2.4.2 and Section 2.4.3 below, this Lease shall not be affected thereby thereby, but, in such case, such the term commencement date shall be postponed until the date when such space shall be available for occupancy by the Demised Tenant, provided, that, subject to the provisions of the immediately succeeding sentence, if, and on the condition that, the Landlord shall have given notice to the Tenant of any Tenant Delay (as hereinafter defined) within a reasonable period following Landlord's first becoming aware of such Tenant Delay, there shall be no such postponement of the term commencement date for any delay in the availability of the Premises are ready for occupancy by the Tenant which shall be due to any act or omission of the Tenant's occupancy. and , any affiliate thereof or their respective agents, officers, partners, directors, contractors, employees, licensees or invitees ("Tenant Delay"); it being understood that the Tenant shall not have any no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of such specific the term commencement date. Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days of the date of Landlord and Tenant's execution For purpose of this Lease, if any period of Tenant shall Delay reasonably could have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy been shortened as soon as (i) a certificate (temporary or final) permitting occupancy result of the Demised Premises has been issued by Landlord's having given notice to the governmental authority having jurisdictionTenant of such Tenant Delay promptly following Landlord's first becoming aware of such Tenant Delay, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. then such period of Tenant Delay shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed to be unready so shortened. No part of the Premises shall be deemed unavailable for possession by the Tenant's occupancy or incomplete, nor shall any work which the Commencement Date Landlord is obligated to perform in such part of the Premises be delayed. if only minor or insubstantial deemed incomplete for the purpose of any adjustment of fixed rent payable under this Lease, solely due to the noncompletion of details of construction, decoration or mechanical adjustments remain which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the Premises. Subject to the foregoing, the parties to this Lease expressly provide that, if the Premises shall not be done available for possession by the Tenant on October 1, 1998 (or on such earlier or later date which Landlord shall have notified the Tenant (pursuant to the provisions of Section 2.4.1 below) would be the term commencement date), the Tenant, except with the consent of the Landlord, shall not be entitled to possession of the Premises until the same is delivered to the Tenant by the Landlord and, subject to the provisions of Section 2.4.1 and Section 2.4.2 below, there shall be no abatement of rent by reason thereof, and the Tenant shall not have any claim against the Landlord nor, subject to the provisions of Section 2.4.3 below, any right to rescind this Lease, and the Landlord shall have no liability to the Tenant, by reason thereof. The foregoing Section 2.2 shall constitute "an express provision to the contrary" as such phrase is used in Section 223-a of the Real Property Law of the State of New York and shall constitute a waiver of the Tenant's rights pursuant to such Section 223-a and any other law of like import now or hereafter in force. 2.3. Without limiting the generality of the provisions of Section 2.1 above, the Tenant by entering into occupancy of any part of the Premises shall be conclusively deemed to have agreed that the Landlord, up to the time of such occupancy, had performed all of its obligations under this Lease with respect to such part and that such part was in satisfactory condition as of the date of such occupancy, except for (a) latent defects in the base Building (which the Landlord shall be obligated to cure with reasonable promptness after receipt of notice from the Tenant) and (b) other defects and minor details of construction, decoration and mechanical adjustment ("Punch-List Work") referred to in Section 2.2 above, which are brought to the Landlord's attention within thirty (30) days after the date on which the Landlord notifies the Tenant that all of the Landlord's work constituting Term Commencement Conditions, if any, with respect to such part of the Premises has been substantially completed. If the Tenant shall fail to notify the Landlord in writing of any defect in, or the non-performance or the incomplete performance of, any work constituting Term Commencement Conditions within such thirty (30) day period, the Tenant shall be conclusively deemed to have agreed that such work was performed in satisfactory fashion, except for latent defects. The Landlord shall use reasonable efforts to complete all Punch-List Work in an expeditious manner and, in any event within thirty (30) days after the Landlord's receipt of the Tenant's notice thereof, subject to delays in the performance thereof caused by events of Force Majeure and Tenant Delay. 2.4.1. If the Landlord determines that the term commencement date will not occur on October 1, 1998 (or on any earlier or later date which the Landlord theretofore may have notified the Tenant pursuant to this Section 2.4.1 would be the term commencement date), then the Landlord shall so notify the Tenant and shall, contemporaneously or thereafter, notify the Tenant, at least seven (7) days prior thereto, of the date on which the Landlord anticipates that the term commencement date will occur. If the term commencement date occurs prior to the date set forth in such notice from the Landlord specifying an anticipated term commencement date other than October 1, 1998, then the fixed rent payable hereunder shall be abated in an amount equal to one (1) day's fixed rent for each day that the actual term commencement date occurs prior to such anticipated term commencement date, up to a maximum of seven (7) days; provided, however, that if (a) the anticipated term commencement date is a date prior to October 1, 1998, and (b) the actual term commencement date occurs on or prior to October 1, 1998, then the Tenant shall not be entitled to any abatement of fixed rent under this Section 2.4.1 for any period from and after October 1, 1998. 2.4.2. If the term commencement date is delayed beyond November 1, 1998 (as such date may be extended by any delays due to Tenant Delay or events of Force Majeure; it being understood, however, that, for the purposes of this Section 2.4.2, no such period of extension due to events of Force Majeure shall exceed sixty (60) days), the fixed rent payable hereunder shall be abated in an amount equal to (y) one (1) day's fixed rent for each day that the term commencement date is delayed beyond November 1, 1998 (as such date may be extended by any delays due to Tenant Delay or events of Force Majeure) and (z) one and one-half (1 1/2) days' fixed rent for each day that the term commencement date is delayed beyond January 1, 1999 (as such date may be extended by any delays due to Tenant Delay or events of Force Majeure). 2.4.3. If the term commencement date is delayed beyond April 1, 1999 (as such date may be extended by any delays due to Tenant Delay or events of Force Majeure; it being understood that, for the purposes of this Section 2.4.3, no such period of extension due to events of Force Majeure shall exceed sixty (60) days), the Tenant shall have the option to cancel this Lease by delivering thirty (30) days prior written notice to the Landlord of its exercise of such option at any time prior to the delivery of Premises by the Landlord to the Tenant, in which event (subject to the concluding sentence of this Section 2.4.3) this Lease shall be deemed cancelled and of no force or effect upon the date which is thirty-one (31) days after the receipt by the Landlord of such notice and neither the Landlord nor the Tenant shall have any liability to the other under this Lease except that the Landlord shall return to the Tenant any Deposit L/C(s) then in the Landlord's possession within five (5) business days after receipt of written demand therefor from the Tenant. Anything in this Section 2.4.3 to the contrary notwithstanding, if the Landlord delivers the Premises to the Tenant by the date which is thirty (30) days after the receipt by the Landlord of such notice, the Tenant's exercise of such cancellation option shall be deemed void and of no force or effect. 2.4.4. As used in this Lease, the term "Force Majeure" shall mean any delays resulting from any causes beyond the Landlord's or the Tenant's, as the case may be, reasonable control (other than the Landlord's or the Tenant's financial condition), including, without limitation, governmental regulation, governmental restriction, strike, labor dispute, riot, acts of God, war, fire or other casualty and other like circumstances. For purposes of this Lease, Force Majeure delays shall be deemed to exist only if the Landlord or the Tenant (as the case may be) promptly notifies the other party in writing of such delay and, after such initial notification promptly after request of the other party, the Landlord or the Tenant (as the case may be) notifies the other party of the status of such delay. Each party shall use all reasonable efforts to mitigate the delay caused by any event of Force Majeure to the extent reasonably practicable, but without the necessity of employing overtime labor unless such party elects to do so within its sole discretion or unless the other party elects to pay for such overtime labor. Anything in this Lease to the contrary notwithstanding, the holding over or other remaining in occupancy of the Premises, or if any portion thereof, by XxXxxx-Xxxx shall constitute an event of Force Majeure if, and only if, such holding over or other remaining in occupancy of the Premises, or any portion thereof, by XxXxxx-Xxxx is due to any delay resulting from any causes beyond XxXxxx-Xxxx'x reasonable control (other than XxXxxx-Xxxx'x financial condition), including, without limitation, governmental regulation, governmental restriction, strike, labor dispute, riot, acts of God, war, fire or other casualty and other like circumstances (it being understood that in no event shall the availability Landlord be required to commence any action or proceeding to remove XxXxxx-Xxxx from any portion of the Premises for occupancy shall be due in order to special work, changes, alterations or additions required or made mitigate any delay caused by Tenant in the layout or finish such event of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereofForce Majeure), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior to the time that the Demised Premises shall be deemed to be ready for Tenant's occupancy.

Completion and Occupancy. 2.3.1 Subject The Tenant has examined and shall accept the premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond the its reasonable control and to the vacating and surrendering of Landlordthe premises by any present occupant thereof, or by to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the action or inaction specific date hereinabove designated for the commencement of Tenant, Landlord shall endeavor to have the Premises ready for Tenant's occupancy on or before a reasonable period of time following execution of this Lease but not to exceed sixty (60) daysterm hereof. If the Demised Premises are Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not ready be available for occupancy by the Tenant on the specific date hereinabove designated for the Tenant's occupancy on commencement of the term hereof for any reason, including noncompletion by the Landlord of such datework as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such case, such said specific date shall be deemed to be postponed until the date when the Demised Premises are ready premises shall be available for occupancy by the Tenant's occupancy. and , provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work, which may hereinafter be defined as “Special Work,” or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall not have any no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of such said specific date. Notwithstanding No part of the foregoing, if the Demised Premises are not ready premises shall be deemed unavailable for occupancy by the Tenant's occupancy within ninety (90) days of the date of Landlord and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall any work which the Commencement Date Landlord is obligated to perform in such part of the premises be delayed. if only minor or insubstantial deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of details of construction, decoration or mechanical adjustments remain to be done which are minor in character and the Premises, or if noncompletion of which does not materially interfere with the delay in the availability Tenant’s use of such part of the Premises for premises. The Tenant by entering into occupancy of any part of the premises shall be due conclusively deemed to special work, changes, alterations or additions required or made by Tenant in have agreed that the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior up to the time of such occupancy had performed all of its obligations hereunder with respect to such part and that such part, except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the Demised Premises date of such occupancy, unless within 10 days after such date the Tenant shall be deemed give notice to be ready for Tenant's occupancythe Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. 2.3.1 Subject The Tenant has examined and shall accept the premises in their existing condition and state of repair and understands that no work is to be performed by the Landlord in connection therewith except such work, if any, as the Landlord may be required to do by the terms hereof in the layout or finish of the premises. If the Landlord shall be required by the terms hereof to do any work in the layout or finish of the premises, the Landlord, either through its own employees or through a contractor or contractors to be engaged by it for such purpose, will proceed with due dispatch, subject to delay by causes beyond the its reasonable control and to the vacating and surrendering of Landlordthe premises by any present occupant thereof, or by to do all of such work during regular working hours and will exercise all reasonable efforts to complete all of such work not later than the action or inaction specific date hereinabove designated for the commencement of Tenant, Landlord shall endeavor to have the Premises ready for Tenant's occupancy on or before a reasonable period of time following execution of this Lease but not to exceed sixty (60) daysterm hereof. If the Demised Premises are Landlord is required by the terms hereof to do any such work without expense to the Tenant and the cost of such work is increased due to any delay resulting from any act or omission of the Tenant, its agents or employees, the Tenant shall pay to the Landlord an amount equal to such increase in cost. Unless otherwise specifically provided herein, if the premises shall not ready be available for occupancy by the Tenant on the specific date hereinabove designated for the Tenant's occupancy on commencement of the term hereof for any reason, including noncompletion by the Landlord of such datework as it shall be required by the terms hereof to do in connection with the layout or finish of the premises, then this Lease shall not be affected thereby but, in such such; case, such said specific date shall be deemed to be postponed until the date when the Demised Premises are ready premises shall be available for occupancy by the Tenant's occupancy. and , provided, however, that there shall be no such postponement of said specific date for any period of delay in the availability of the premises for occupancy by the Tenant which shall be due to (a) any act or omission of the Tenant, its agents or employees, including, without limitation, delays due to changes in or additions to any work to be done by the Landlord as aforesaid or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (b) any additional time for completion of such work which may be required because of the inclusion in such work of any work which may hereinafter be defined as "Special Work", or (c) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the premises or otherwise, which the Landlord is not required to do by the terms hereof until after the term commencement date, it being understood that the Tenant shall not have any no claim against the Landlord, and the Landlord shall have no liability to the Tenant, by reason of any such postponement of such said specific date. Notwithstanding No part of the foregoing, if the Demised Premises are not ready premises shall be deemed unavailable for occupancy by the Tenant's occupancy within ninety (90) days of the date of Landlord and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall any work which the Commencement Date Landlord is obligated to perform in such part of the premises be delayed. if only minor or insubstantial deemed incomplete for the purpose of any adjustment of fixed rent payable hereunder, solely due to the noncompletion of details of construction, decoration or mechanical adjustments remain which are minor in character and the noncompletion of which does not materially interfere with the Tenant's use of such part of the premises. Pursuant to be done Section 223-a of the Real Property Law of the State of New York and notwithstanding any other law of like import now or hereafter in force, the parties hereto expressly provide that, if the premises are not available for occupancy by the Tenant on the term commencement date due to any cause of the nature referred to in the Premisespreceding clause (a), (b) or if (c) of this paragraph, the delay in Tenant, except with the availability consent of the Premises Landlord, shall not be entitled to possession of the premises until the same are available for occupancy by the Tenant and there shall be due no abatement of fixed rent by reason thereof and the Tenant shall not have any claim against the Landlord nor any right to special workrescind this Lease, changesand the Landlord shall have no liability to the Tenant, alterations or additions required or made by reason thereof. The Tenant in the layout or finish by entering into occupancy of any part of the Premises or any part thereof or premises shall be caused in whole or in part by Tenant through conclusively deemed to have agreed that the delay of Tenant in submitting any plans and/or drawings (includingLandlord, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and except for minor details of construction, decoration and mechanical adjustment referred to above, was in satisfactory condition as of the Demised Premises date of such occupancy, unless within 10 days after such date the Tenant shall be deemed give notice to be ready for Tenant's occupancythe Landlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. 2.3.1 Subject 4.1 Landlord shall cause to delay by causes beyond be performed the reasonable control work set forth under the terms of the Work Letter hereof, a copy of which is attached hereto and marked as Exhibit B-4. Tenant shall be responsible for all other interior finish work which is not the responsibility of the Landlord, or by . Tenant shall be subject to the action or inaction of Tenantrequirements set forth in Paragraph 12 for such work and related design. Except for the work set forth in the Work Letter hereof, Landlord shall endeavor to have offers the Premises ready for Tenant's occupancy on or before a reasonable period of time following execution of this Lease but not lease to exceed sixty (60) days. If Tenant in "AS IS" condition and Tenant accepts the Demised Premises are not ready for the Tenant's occupancy on such date, then this Lease as such. 4.2 Landlord shall not be affected thereby but, in such case, such date shall be postponed until the date when the Demised Premises are ready subject to any liability for Tenant's occupancy. and Tenant shall not have any claim against Landlord, and Landlord shall have no liability failure to Tenant, by reason of any such postponement of such specific date. Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days give possession of the Premises to Tenant on the specific date of Landlord and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready hereinbefore designated for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding No part of the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed unavailable for occupancy by Tenant if due to be unready for Tenant's occupancy or incomplete, nor shall the Commencement Date be delayed. if only minor or insubstantial noncompletion of details of construction, decoration or mechanical adjustments remain to be done which are minor in character and the noncompletion of which does not materially interfere with Tenant's use and enjoyment of such part of the Premises, or if . In the event there is a delay in the availability of the Premises for occupancy by Tenant which shall solely be due to special work, changes, alterations any act or additions required or made omission of a material nature by Tenant which is a breach of Tenant's obligations under this Lease, Tenant shall be liable for the payment of one (1) day's rent for each day of such delay. In the event there is a delay in the layout or finish availability of the Premises for occupancy by Tenant which is not due to any act or omission of a material nature by Tenant which is a breach of Tenant's obligations under this Lease, Tenant shall not be liable for the payment of rent until the Premises is made available by Landlord for occupancy by Tenant. 4.3 Tenant, by entering into occupancy of any part thereof or of the Premises, shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (includingconclusively deemed to have agreed that Landlord, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part, except for latent defects and the Demised Premises minor details of construction, decoration and mechanical adjustments hereinbefore referred to, was in satisfactory condition as of the date of such occupancy, unless within ten (10) days after such date tenant shall give written notice to Landlord specifying the respects in which the same was not in such condition. 4.4 If, by reason of any provision of this Lease, the Basic Rental shall commence on any day other than the first day of a calendar month, the Basic Rental for such calendar month shall be deemed to be ready for Tenant's occupancyprorated.

Completion and Occupancy. 2.3.1 Subject Section 2.01 Tenant acknowledges that it has inspected the Premises and agrees to delay by causes beyond accept possession of same in its “as-is” physical condition on the reasonable control of LandlordTerm Commencement Date, or by the action or inaction of Tenant, it being understood and agreed that Landlord shall endeavor not be obligated to perform any alterations, improvements or repairs to the Premises or furnish to or remove from the Premises any alterations, improvements, fixtures, materials or any other property whatsoever. Tenant further acknowledges that it shall not be entitled to any free rent (except as provided in Section 1.10 above), concessions, credits or contributions of money from Landlord with respect to the Premises, except that: (i) if Tenant paints the Premises during the Lease term, Tenant shall receive a one time allowance of from Landlord; and (ii) if Tenant replaces its supplemental/Liebert units during the Lease term, Tenant shall receive a one time allowance of from Landlord. The foregoing allowances shall be payable within thirty (30) days after Landlord’s receipt of any documentation reasonably required by Landlord. Section 2.02 Tenant shall occupy the Premises as soon as the same are available for occupancy. Landlord and Tenant agree that any failure to have the Premises ready available to Tenant for Tenant's its occupancy on or before a reasonable period of time following execution date certain shall in no way affect the validity of this Lease but not or the obligations of Tenant hereunder nor shall the same be construed in any wise to exceed sixty (60) days. If extend the Demised Premises are not ready for the Tenant's occupancy on such date, then term of this Lease shall not be affected thereby but, in such case, such date shall be postponed until or impose any liability on Landlord. The provisions of this Section 2.02 are intended to constitute “an express provision to the date when contrary” within the Demised Premises are ready for Tenant's occupancy. and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason meaning of any such postponement of such specific date. Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days Section 223-a of the date of Landlord New York Real Property Law and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) any other similar law hereafter in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premisesforce. The Fixed Minimum Rent reserved and all additional rent covenanted to be paid under this Lease shall commence on the Rent Commencement Date. Notwithstanding the aforesaidTenant, Tenant shall pay the first monthly installment by entering into occupancy of Fixed Minimum Rent on the execution any part of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall the Commencement Date be delayed. if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises, or if the delay in the availability of the Premises for occupancy shall be due conclusively deemed to special workhave agreed that Landlord, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part was in satisfactory condition as of the Demised Premises date of such occupancy unless within ten (10) days after such date Tenant shall be deemed give written notice to be ready for Tenant's occupancyLandlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. 2.3.1 Subject Section 4.01 Tenant has inspected the Demised Premises and the Building and is thoroughly acquainted with their respective conditions and agrees to delay take same “as is” and acknowledges that the taking of possession of the Demised Premises by Tenant shall be conclusive evidence that the Demised Premises and the Building were in good and satisfactory condition at the time such possession was so taken. Section 4.02 Landlord shall have no obligation to alter, improve, decorate or otherwise prepare the Demised Premises for Tenant’s occupancy except that Landlord shall perform the items of work set forth in Exhibit B attached hereto (“Landlord’s Work”). Landlord shall proceed with such Landlord’s Work with due dispatch, subject to delays by causes beyond its reasonable control. Landlord and Tenant agree that the reasonable control budget for the performance of Landlord’s Work is $1,810,000.00 (the “Anticipated Cost”). Landlord’s Work shall be performed by Landlord at Landlord’s expense up to an amount equal to the Anticipated Cost. Landlord agrees to use its commercially reasonable efforts perform Landlord’s Work for an amount equal to or less than the Anticipated Cost, however in the event that the actual cost of performing Landlord’s Work exceeds the Anticipated Cost, then Tenant shall forthwith pay to Landlord as Additional Rent an amount equal to such excess in cost. Landlord agrees that Landlord’s Work will be performed on an “open-book” basis and that Tenant will have an opportunity to review Landlord’s accounting of the costs and expenses comprising the actual cost of Landlord’s Work. In addition, if the cost of Landlord’s Work is increased due to any delay resulting from any act or by the action or inaction omission of Tenant, its agents or employees, Tenant shall forthwith pay to Landlord as Additional Rent an amount equal to such increase in cost. Section 4.03 Landlord shall endeavor use reasonable efforts to have give to Tenant no less than two (2) weeks prior notice of Substantial Completion. Notwithstanding the Premises ready for Tenant's occupancy on or before a reasonable period of time following execution of this Lease but not to exceed sixty (60) days. If the Demised Premises are not ready for the Tenant's occupancy on such dateforegoing, then this Lease shall not be affected thereby but, in such case, such date shall be postponed until the date when the Demised Premises are ready for Tenant's occupancy. and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant in the event that the Demised Premises are not substantially ready for occupancy upon the date specified by Landlord. Section 4.04 Tenant, at Tenant’s sole risk, may, at Landlord’s sole and absolute discretion, be permitted entry and access in and to the Demised Premises prior to Substantial Completion in order to install fixtures, furniture and equipment and to adapt and decorate the Demised Premises for Tenant’s use with Landlord’s prior written consent and then only on such terms as Landlord may require. If, among the terms required by reason Landlord, there is a provision that Tenant shall or may be liable to Landlord for the payment of any such postponement monies during the period of such specific dateentry and access, all such monies shall be payable as Additional Rent. In addition, if the cost of Landlord’s Work is increased due to any delay resulting from Tenant’s decorating the Demised Premises as contemplated by this Section 4.04, Tenant shall forthwith pay Landlord an amount equal to such increase in cost. In the event Tenant shall enter the Building or any other part of the Demised Premises, as may be above permitted by Landlord, Tenant agrees to indemnify and save Landlord free and harmless, from and against any and all claims, loss, liability and damage arising from or claimed to arise from any act or neglect of Tenant, its contractors, agents, servants or employees or from any failure to act, or for any other reason whatsoever arising out of said entry or such work. Landlord shall pay Tenant an amount equal to $500,000 (“Landlord’s Contribution”) as Landlord’s contribution toward the cost of Tenant’s work contemplated by this Section 4.04. Landlord’s Contribution shall be paid on the later of (i) the Rent Commencement Date and (ii) substantial completion of the aforementioned Tenant’s work. In the event that the actual cost of Landlord’s Work exceeds the Anticipated Cost, then Landlord’s Contribution shall be reduced on a dollar for dollar basis, provided that Tenant has not already paid Landlord for such excess cost of Landlord’s Work as provided in Section 4.02. Notwithstanding the foregoing, if in the Demised Premises are not ready for event that the Tenant's occupancy within ninety (90) days excess cost of the date of Landlord and Tenant's execution of this LeaseLandlord’s Work exceeds $500,000, then Tenant shall have the right remain liable to terminate this LeaseLandlord for any such excess. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall the Commencement Date be delayed. if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises, or if the delay in the availability of the Premises for occupancy shall be due to special work, changes, alterations or additions required or made Section 4.05 Any sums payable by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior to the Term Commencement Date pursuant to the provisions of this Lease may be collected by Landlord as Additional Rent, from time that to time, upon demand, whether or not the Demised Premises same shall be deemed have accrued prior to be ready for the Term Commencement Date and in default of payment thereof, Landlord shall (in addition to all other remedies) have the same rights as in the event of Tenant's occupancy’s default of payment of Additional Rent. Section 4.06 Tenant shall periodically inspect Landlord’s Work, as hereinafter provided, and make any objections thereto without delay so as to mitigate changes, delays and costs.

Completion and Occupancy. 2.3.1 Subject Section 2.01. Landlord shall cause to delay by causes beyond be performed and shall notify Tenant of the reasonable control substantial completion of Landlord’s Work in accordance with Tenant’s Plans (annexed to this Lease as Exhibit B) and the Working Drawings and Specifications, as set forth under the terms of Article 29 hereof. Tenant shall be fully responsible financially and otherwise for all other interior finish work for which Landlord has not in this Lease specifically and expressly assumed responsibility to pay or perform. Landlord shall use its best efforts to periodically advise Tenant of the status of completion of Landlord’s Work so as to allow Tenant ample prior notice to coordinate its access. Section 2.02. Landlord shall not be subject to any liability for failure to give possession of the Premises to Tenant or to cause Landlord’s Work to be substantially completed on or by the action or inaction specific date hereinbefore designated as the anticipated date for the commencement of Tenant, Landlord shall endeavor to have the term. No part of the Premises ready for Tenant's occupancy on or before a reasonable period of time following execution of this Lease but not to exceed sixty (60) days. If the Demised Premises are not ready for the Tenant's occupancy on such date, then this Lease shall not be affected thereby but, in such case, such date shall be postponed until the date when the Demised Premises are ready deemed unavailable for Tenant's occupancy. and occupancy by Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement non-completion of such specific date. Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days of the date of Landlord and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under this Lease shall commence on the Commencement Date. Notwithstanding the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall the Commencement Date be delayed. if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done which are minor in character and do not materially interfere with Tenant’s use of such part of the Premises, or if . In the event there is a delay in the availability of the Premises for occupancy by Tenant due to (a) any act or omission of any nature by Tenant or by any of Tenant’s agents or employees which interferes with or delays the performance of Landlord’s Work or which is a breach of Tenant’s obligations under this Lease, or (b) any additional time for the completion of work designated as “Special Work” as provided in Article 29 hereof, Landlord’s Work shall be due deemed to special work, changes, alterations or additions required or made by Tenant in the layout or finish of have been completed and the Premises or any part thereof or shall be caused in whole deemed to have been made available for Tenant’s occupancy on the date when Landlord’s Work would have been substantially completed but for any such act, omission, or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoingTenant or any of its agents or employees, Landlord and Tenant shall approve the final punch-list be liable for the construction payment of one (1) day’s rent for each day of such delay. Section 2.03. Tenant, by entering into occupancy of any part of the Demised Premises prior for the operation of its business, shall be conclusively deemed to have agreed that, up to the time of such occupancy Landlord had performed all of its obligations to complete Landlord’s Work with respect to such part of the Premises and that such part of the Demised Premises Premises, except for latent defects and the minor details of construction, decoration and mechanical adjustments hereinbefore referred to, was in satisfactory condition as of the date of such occupancy, unless within ten (10) days after such date Tenant shall be deemed give written notice to be ready for Tenant's occupancyLandlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. 2.3.1 Subject Section 2.01 Tenant acknowledges that it has inspected the Premises and agrees to delay by causes beyond accept possession of same in its “as-is” physical condition on the reasonable control of LandlordTerm Commencement Date, or by the action or inaction of Tenant, it being understood and agreed that Landlord shall endeavor not be obligated to perform any alterations, improvements or repairs to the Premises or furnish to or remove from the Premises any alterations, improvements, fixtures, materials or any other property whatsoever. Tenant further acknowledges that it shall not be entitled to any free rent (except as set forth in Section 1.10 above), concessions, credits or contributions of money from Landlord with respect to the Premises. Section 2.02 Tenant shall occupy the Premises as soon as the same are available for occupancy. Landlord and Tenant agree that any failure to have the Premises ready available to Tenant for Tenant's its occupancy on or before a reasonable period of time following execution date certain shall in no way affect the validity of this Lease but not or the obligations of Tenant hereunder nor shall the same be construed in any wise to exceed sixty (60) days. If extend the Demised Premises are not ready for the Tenant's occupancy on such date, then term of this Lease shall not be affected thereby but, in such case, such date shall be postponed until or impose any liability on Landlord. The provisions of this Section 2.02 are intended to constitute “an express provision to the date when contrary” within the Demised Premises are ready for Tenant's occupancy. and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason meaning of any such postponement of such specific date. Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days Section 223-a of the date of Landlord New York Real Property Law and Tenant's execution of this Lease, Tenant shall have the right to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) any other similar law hereafter in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premisesforce. The Fixed Minimum Rent reserved and all additional rent covenanted to be paid under this Lease shall commence on the Rent Commencement Date. Notwithstanding the aforesaidTenant, Tenant shall pay the first monthly installment by entering into occupancy of Fixed Minimum Rent on the execution any part of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall the Commencement Date be delayed. if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises, or if the delay in the availability of the Premises for occupancy shall be due conclusively deemed to special workhave agreed that Landlord, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior up to the time of such occupancy, had performed all of its obligations hereunder with respect to such part and that such part was in satisfactory condition as of the Demised Premises date of such occupancy unless within ten (10) days after such date Tenant shall be deemed give written notice to be ready for Tenant's occupancyLandlord specifying the respects in which the same was not in such condition.

Completion and Occupancy. 2.3.1 2.1 Subject to delay by causes beyond the reasonable control of Landlord, or by the action or inaction of Tenant, Landlord shall endeavor to have the Premises ready for Tenant's occupancy on or before a reasonable period of time following execution of this Lease but not to exceed sixty (60) days. If the Demised Premises are not ready for the Tenant's occupancy on such date, then this Lease shall not be affected thereby but, in such case, such date shall be postponed until the date when the Demised Premises are ready for Tenant's occupancy. and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. Notwithstanding the foregoing, if the Demised Premises are not ready for the Tenant's occupancy within ninety (90) days of the date of Landlord and Tenant's execution provisions of this Lease, the Tenant has examined and shall have accept the right Premises and the Licensed Areas and the Building “as-is” in their existing condition and state of repair and agrees and understands that no work is to terminate this Lease. 2.3.2 The Demised be performed by the Landlord in connection therewith other than the Premises shall be conclusively deemed ready for Tenant's occupancy as soon as Delivery Work, the Base Building Work and the Plaza Work. “Licensed Areas” means, collectively, the Equipment Licensed Areas, the Shaft Space Licensed Area, the Fire Stairwells and the Bike Room (i) a certificate (temporary or final) permitting occupancy to the extent of the Demised Premises has been issued by the governmental authority having jurisdiction, and (ii) the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the PremisesTenant’s Bike Room License therein). The Fixed Minimum Rent Landlord shall undertake the Premises Delivery Work, the Base Building Work and all additional rent to be paid the Plaza Work with due diligence. All work (including repairs) which is the obligation of the Landlord under this Lease shall commence on be done in a good and workmanlike manner and in compliance with all Requirements (except to the Commencement Date. Notwithstanding extent that compliance with Requirements is otherwise the aforesaid, Tenant shall pay the first monthly installment of Fixed Minimum Rent on the execution of Tenant’s obligation under this Lease). The Demised Premises “Substantial Completion” means, and shall not be deemed to be unready for Tenant's occupancy or incompletehave occurred upon, nor shall completion of the Commencement Date be delayed. if only minor or insubstantial work in question other than details of construction, decoration or mechanical adjustments remain to be done which are, in each case, minor in character and the Premises, or if non-completion which does not materially interfere with the delay in the availability Tenant’s use of the Premises (or performance of work by Tenant therein). “Substantially Complete” or “substantially complete” shall mean that Substantial Completion of the work in question has been achieved or deemed to have been achieved. Solely for occupancy shall be purposes of establishing the Commencement Date, if Substantial Completion of any Premises Delivery Work or Base Building Work is delayed due to special work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited toDelay, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoing, Landlord and Tenant shall approve the final punch-list for the construction of the Demised Premises prior to the time that the Demised Premises Commencement Date shall be deemed to have occurred on the date it would have occurred absent such Tenant Delay. The Landlord shall endeavor to provide at least seven (7) Business Days’ prior notice of the date the Landlord anticipates achieving the Substantial Completion of all of the Landlord Pre-Commencement Work. “Landlord Pre-Commencement Work” means, collectively, all of the Premises Delivery Work and all of the Base Building Work. Not later than five (5) Business Days after Substantial Completion of all of the Landlord Pre-Commencement Work, the Tenant and the Landlord shall jointly inspect the Premises and jointly create a punch-list of the work that has not been finally completed, as of the date of such inspection (the “Punch-List”), which Punch-List shall be ready for reasonably approved by the Landlord and the Tenant's occupancy. The Landlord shall use commercially reasonable efforts to complete the Punch-List within sixty (60) days of its having been so created. The Tenant shall be entitled to request a final-walk through to confirm that all Punch List items have been completed.

Completion and Occupancy. 2.3.1 Subject 4.01. Tenant has inspected the Demised Premises and the Building and is thoroughly acquainted with their respective conditions and acknowledges that the signing of this Lease Agreement for the Demised Premises by Tenant shall be conclusive evidence that the Demised Premises and the Building are in good and satisfactory condition at the time of such signing. 4.02. Landlord shall have no obligation to delay by causes beyond alter, improve, decorate or otherwise prepare the reasonable control Demised Premises for Tenant's occupancy. Tenant shall not be entitled to any abatement of Landlordrent due to the failure of Landlord to complete and open for use, or by the action Commencement Date, the gym and cafeteria planned for the Building. If Landlord is required by the terms hereof to do any such work without expense to Tenant and the cost of such work is increased due to any delay resulting from any act or inaction omission of Tenant, its agents or employees, Tenant shall forthwith pay to Landlord an amount equal to such increase in cost. 4.03. The Demised Premises shall endeavor to have the Premises ready be deemed "Substantially Ready for Occupancy" on date that Tenant's occupancy on Work to be performed in accordance with Exhibit B shall have been substantially completed and permanent or before a reasonable period temporary Certificates of time following execution Occupancy (or their equivalent) have been issued with respect to the Demised Premises, notwithstanding the fact that minor or any substantial details of this Lease but construction, mechanical adjustment, or decoration remain to be performed, the non-completion of which do not to exceed sixty (60) daysmaterially interfere with Tenant's use of the Demised Premises. 4.04. If Landlord is unable to give possession of the Demised Premises are by June 1, 1998, because a Certificate of Occupancy, whether it be a temporary Certificate of Occupancy or Permanent Certificate of Occupancy, has not ready been issued for the Building permitting Tenant's occupancy occupancy, or for any other reason Landlord shall not be subject to any liability for failure to give possession on such date, then said date and the validity of this Lease shall not be affected thereby but, in impaired under such case, such date circumstances but the Commencement Date shall be postponed delayed (provided Tenant is not responsible for Landlord's inability to complete construction or the delay is due to reasons beyond Landlord's control) until the date when the Demised Premises are ready for Tenant's occupancy. and Tenant shall not have any claim against Landlord, and after Landlord shall have no liability to Tenant, by reason obtained a temporary or permanent Certificate of any such postponement of such specific date. Notwithstanding the foregoing, if the Demised Premises are not ready Occupancy for the Tenant's occupancy within ninety (90) days of the date of Landlord and Tenant's execution of this Lease, Tenant shall have the right Building or is otherwise able to terminate this Lease. 2.3.2 The Demised Premises shall be conclusively deemed ready for Tenant's occupancy as soon as (i) a certificate (temporary or final) permitting occupancy give possession of the Demised Premises has been issued to the Tenant, provided however, if Landlord is unable to give possession of the Demised Premises by December 1, 1998 and such inability is not due in any way to Tenant's Delay, then in that event, Tenant, at Tenant's sole option, may elect to terminate this Lease by giving notice (the governmental authority having jurisdiction"Termination Notice") to Landlord within ten (10) days after December 1, 1998, and (ii) upon the initial installations and work to be done by Landlord (referred to on Exhibit "C" annexed hereto and made a part hereof) in giving of the ----------- Demised Premises have been substantially completed by Landlord in accordance with the obligations assumed by Landlord hereunder. Tenant shall cooperate with Landlord in obtaining a certificate of occupancy for the Premises. The Fixed Minimum Rent and all additional rent to be paid under Termination Notice, this Lease shall commence expire as if such date were the date set forth herein for expiration, and neither party shall have any further recourse against the other. Should Tenant fail to give the Termination Notice within such ten (10) day period Tenant shall be deemed to have waived such termination right. The provisions of this Section are intended to constitute "express provision to the contrary" within reading of Section 223-A of the New York Real Property Law. 4.05. From the period beginning with the date hereof and ending on the Commencement Date. Notwithstanding Date (the aforesaid"Preliminary Term"), Tenant shall be bound to keep and perform all of the terms, covenants, conditions, provisions and agreements to be kept and performed by Tenant under this Lease, except that Tenant shall not be obligated to pay the first monthly installment Base Rent or those items of Fixed Minimum Additional Rent on the execution described in Articles XI, XII, XIX, XXIV AND XXX of this Lease. The Demised Premises shall not be deemed to be unready for Tenant's occupancy or incomplete, nor shall During the Commencement Date be delayed. if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises, or if the delay in the availability of the Premises for occupancy shall be due to special work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or drawings (including, but not limited to, the final plans and drawings referred to on Exhibit "C" hereof), ----------- supplying information, approving estimates or giving authorizations or shall be caused in whole or in part by delay and/or default on the part of Tenant. Notwithstanding the foregoingPreliminary Term, Landlord and shall grant Tenant shall approve the final punch-list for the construction of access to the Demised Premises prior in accordance with Exhibit B to the time that the Demised Premises shall be deemed to be ready for perform Tenant's occupancyWork.