Common use of Demise and Term Clause in Contracts

Demise and Term. Sublessor hereby leases to Subtenant, and Subtenant hereby hires from Sublessor, that certain portion of the second floor of the Demised Premises (herein called the “Subleased Premises”) as more particularly identified on Exhibit A annexed hereto and forming a part hereof) in the building located at 200 Xxxxxx Xxxxxx, Purchase, New York (“Building”). The term of this Sublease shall be for a period of two (2) Lease Years (as such term is hereinafter defined), such term commencing on the date that the Sublessor (or its counsel) advises Subtenant (or its counsel) in writing that the Landlord under the Main Lease has consented to this Sublease (herein called the “Commencement Date”), and ending and expiring (the “Expiration Date”) at 11:59 P.M. on the last day of the second Lease Year, unless sooner terminated as herein provided. Subtenant unconditionally acknowledges and agrees that it shall have no option or right to extend or renew the term of the Sublease beyond the Expiration Date of the Sublease, and on such date, or such sooner date if the Sublease shall be sooner terminated in accordance with its terms or at law, Subtenant shall at its sole cost and expense vacate the Subleased Premises and deliver unencumbered, vacant and broom-clean possession of the Subleased Premises to Sublessor, ordinary wear and tear excepted, and shall at its sole cost and expense on or prior to such date remove therefrom any and all of its personal property, trade fixtures and furnishings (other than the Furniture (as defined in Article 35 hereof)) located therein. Possession of the Subleased Premises shall be delivered in broom clean condition by Sublessor to Subtenant on the Commencement Date. The first “Lease Year” of this Sublease shall commence on the Commencement Date of this Sublease and shall end with the expiration of the next succeeding twelve (12) months, plus the number of days, if any, required to have the period end at the expiration of the calendar month, and the second “Lease Year” shall run concurrently with the next succeeding period of twelve (12) calendar months. Subtenant shall, at Sublessor’s option, within fifteen (15) days of written request made by Sublessor to Subtenant, execute the certificate (the “Commencement Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and Expiration Date of this Sublease, and such dates shall be deemed conclusive for purposes of this Article and this Sublease. The failure by Subtenant to so execute the Commencement Date Certificate in good faith by the date so specified above shall constitute a default by Subtenant under this Sublease.

Demise and Term. Sublessor hereby leases to Subtenant, and Subtenant hereby hires from Sublessor, that : those certain portion of the second floor of the Demised Premises premises (herein called the “"Subleased Premises”") as more particularly identified consisting of approximately 102,283 rentable square feet located on Exhibit A annexed hereto and forming a part hereof) in the first through fifth floors of the building located at 200 Xxxxxx Xxxxxxknown as 000 Xxxxxxx Xxx Xxxxxxxxx Xxxxx, PurchaseXxx Xxxxxxxxx, New York Xxxxxxxxxx, building 2 (“herein called the "Building”)") The Subleased Premises constitute the entirety of the Premises leased to Sublessor pursuant to the terms of the Main Lease. The term of this Sublease shall be for a the period of two (2) Lease Years (as such term is hereinafter defined), such term commencing on the date after the consent of Overlandlord (as hereinafter defined) to a fully-executed Sublease (such consent, the “Overlandlord’s Consent”) that is the Sublessor earliest of (or its counseli) advises Subtenant substantial completion of Subtenant’s Work (or its counselas defined below) in writing that the Landlord under Subleased Premises, (ii) Subtenant’s occupancy of the Main Lease has consented to this Sublease Subleased Premises, (iii) ten (10) months after the date of Overlandlord’s Consent and (iv) August 1, 2010 (herein called the “"Commencement Date”"), and ending at 11:59 P.M., one hundred and expiring fourteen (114) months thereafter but no later than January 30, 2020 (the “Expiration Date”) at 11:59 P.M. on the last day of the second Lease Year), unless sooner terminated as herein provided (the "Term"); provided. Subtenant unconditionally acknowledges and agrees that it , however, notwithstanding anything herein to the contrary, the Term shall have expire no option or right to extend or renew later than the term day before the expiration of the Sublease beyond the Expiration Date 10th year of the SubleaseTerm (as defined in the Lease) of the Lease which the parties hereto acknowledge will occur on January 30, and on such date2020; provided, or such sooner date further that if Subtenant has entered into a direct lease with Overlandlord for the Sublease shall be sooner terminated in accordance with its terms or at law, Subtenant shall at its sole cost and expense vacate lease of the Subleased Premises and deliver unencumberedcommencing February 1, vacant and broom-clean 2020, then Subtenant may remain in possession of the Subleased Premises under this Sublease for one additional day and pay Fixed Rent and Supplemental Rent for such additional day; the parties agreeing that such right to Sublessor, ordinary wear and tear excepted, and extend shall at its sole cost and expense on or prior to such date remove therefrom any and all in no event constitute an assignment of its personal property, trade fixtures and furnishings (other than the Furniture Lease. The payment of Fixed Rent (as defined in Article 35 hereof)hereinafter defined) located therein. Possession of the Subleased Premises and Supplemental Rent (as hereinafter defined) shall be delivered in broom clean condition by Sublessor to Subtenant commence on the Commencement Date. The first “Lease Year” of this Sublease Subtenant shall commence on have no interest in the Commencement Date of this Sublease and shall end with Subleased Premises upon the expiration of the next succeeding twelve (12) months, plus the number of days, if any, required to have the period end at the expiration of the calendar month, and the second “Lease Year” shall run concurrently with the next succeeding period of twelve (12) calendar months. Subtenant shall, at Sublessor’s option, within fifteen (15) days of written request made by Sublessor to Subtenant, execute the certificate (the “Commencement Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and Expiration Date of this Sublease, and such dates shall be deemed conclusive for purposes of this Article and this Sublease. The failure by Subtenant to so execute ***Text Omitted and Filed Separately with the Commencement Date Certificate in good faith by the date so specified above shall constitute a default by Subtenant under this Sublease.Securities and Exchange Commission. Confidential Treatment Requested Under

Demise and Term. Sublessor Landlord hereby leases and demises to SubtenantTenant and --------------- Tenant hereby leases from Landlord, subject to and Subtenant hereby hires from Sublessor, that certain portion with the benefit of the second terms, covenants, conditions and provisions of the Lease, as the same is affected by the provisions of this Lease Amendment, certain premises located on the first floor of the Demised Premises (herein called Building, consisting of approximately 8678 square feet, and shown on the “Subleased Premises”) plan attached as more particularly identified on Exhibit A annexed hereto and forming a part hereof) in (the building located at 200 Xxxxxx Xxxxxx, Purchase, New York (“Building”"Additional Premises"). The With respect to the Additional Premises, the term of this Sublease shall be for a period of two (2) Lease Years will commence and the increased rent provisions described below will take effect 5 days after notice from Landlord to Tenant that Landlord's Work (as such term is hereinafter defined), such term commencing defined below) on the date that Additional Premises is substantially complete (the Sublessor (or its counsel) advises Subtenant (or its counsel) in writing that the Landlord under the Main Lease has consented to this Sublease (herein called the “"Additional Premises Commencement Date”"), and ending and expiring shall continue for the Term (as defined in the “Expiration Date”) at 11:59 P.M. on the last day of the second Lease YearLease), unless sooner terminated as herein provided. Subtenant unconditionally acknowledges and agrees that it shall have no option or right pursuant to extend or renew the term provisions of the Sublease beyond Lease. The term "substantially completed" as used herein shall mean that the Expiration Date work to be performed by Landlord pursuant to Section 2 of this Lease Amendment has been completed with the exception of: (a) minor items which can be fully completed without material interference with the use of the SubleasePremises by Tenant for the Permitted Uses, (b) other items which because of the season or weather or the nature of the item are not practicable to do at the time and on such date(c) items which are incomplete because of Tenant Delays, which shall mean (i) the Tenant's failure to timely submit or approve plans hereunder or (ii) the Landlord's inability to timely obtain or install materials, fixtures or equipment requested by the Tenant which are not included in the work to be performed by Landlord pursuant to Exhibit B, (iii) change orders submitted by Tenant for further alterations or additions, or such sooner date if (iv) the Sublease shall be sooner terminated in accordance with its terms or at law, Subtenant shall at its sole cost and expense vacate failure by Tenant to pay to Landlord upon the Subleased Premises and deliver unencumbered, vacant and broom-clean possession of the Subleased Premises to Sublessor, ordinary wear and tear excepted, and shall at its sole cost and expense on or prior to such date remove therefrom any and all of its personal property, trade fixtures and furnishings (other than the Furniture (as defined in Article 35 hereof)) located therein. Possession of the Subleased Premises shall be delivered in broom clean condition by Sublessor to Subtenant on the Commencement Date. The first “Lease Year” execution of this Sublease shall commence on Lease Amendment, the Commencement Date of this Sublease and shall end with the expiration of the next succeeding twelve (12) months, plus the number of daysamount, if any, required to have be paid for Tenant Improvements as set forth in Section 2 below. When the period end at the expiration dates of the calendar month, beginning and end of the second “Lease Year” shall run concurrently with Term of the next succeeding period of twelve (12) calendar months. Subtenant shall, at Sublessor’s option, within fifteen (15) days of written request made by Sublessor to Subtenant, execute the certificate (the “Commencement Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and Expiration Date of this Sublease, and Additional Premises have been determined such dates shall be deemed conclusive evidenced by a document in form for purposes of this Article recording executed by Landlord and this Sublease. The failure by Subtenant Tenant and delivered each to so execute the Commencement Date Certificate in good faith by the date so specified above shall constitute a default by Subtenant under this Subleaseother.

Demise and Term. Sublessor hereby Landlord leases the Premises to Subtenant, Tenant and Subtenant hereby hires Tenant leases the Premises described in Section 1.3 above from Sublessor, that certain portion Landlord subject to the provisions of the second floor of the Demised Premises (herein called the “Subleased Premises”) as more particularly identified on Exhibit A annexed hereto and forming a part hereof) in the building located at 200 Xxxxxx Xxxxxx, Purchase, New York (“Building”)this Lease. The term Term of this Sublease shall be for a period of two (2) Lease Years (as such term is hereinafter defined), such term commencing on the date that the Sublessor (or its counsel) advises Subtenant (or its counsel) in writing that the Landlord under the Main Lease has consented to this Sublease (herein called the “Commencement Date”), and ending and expiring (the “Expiration Date”) at 11:59 P.M. on the last day of the second Lease Year, unless sooner terminated as herein provided. Subtenant unconditionally acknowledges and agrees that it shall have no option or right to extend or renew the term of the Sublease beyond the Expiration Date of the Sublease, and on such date, or such sooner date if the Sublease shall be sooner terminated in accordance with its terms or at law, Subtenant shall at its sole cost and expense vacate the Subleased Premises and deliver unencumbered, vacant and broom-clean possession of the Subleased Premises to Sublessor, ordinary wear and tear excepted, and shall at its sole cost and expense on or prior to such date remove therefrom any and all of its personal property, trade fixtures and furnishings (other than the Furniture (as defined in Article 35 hereof)) located therein. Possession of the Subleased Premises shall be delivered in broom clean condition by Sublessor to Subtenant on the Commencement Date. The first “Lease Year” of this Sublease shall commence on the Commencement Date of this Sublease set forth in Section 1.6 and shall end on the Termination Date set forth in Section 1.7 unless adjusted or sooner terminated as provided herein. Landlord shall, subject to force majeure events (as more particularly set forth in Section 38) and Tenant Delays (as defined in Exhibit C), complete the various phases of Landlord’s Work under Exhibit C hereto on or before the date set forth for substantial completion of same in Schedule C-1 (as applicable, and subject to force majeure events and Tenant Delays as aforesaid, the “Scheduled Completion Date”). Provided this Lease is signed by Tenant on or before August 9, 2018, then, to the extent Landlord fails to substantially complete any portion of Landlord’s Work with a Scheduled Completion Date of December 15, 2018 (the expiration “Phase One Work”) by January 15, 2019, all Base Rent and other amounts otherwise owed hereunder shall be abated on a day-for-day basis until such portion of Landlord’s Work is substantially complete. In addition, in the event Landlord has not substantially completed all of the next succeeding twelve (12) monthsPhase One Work on or before June 15, plus 2019, Tenant may elect to terminate this Lease by written notice to Landlord on or before June 20, 2019. Further, in the number event Landlord has not substantially completed all of daysLandlord’s Work on or before December 15, if any2019, required Tenant may elect to have the period end terminate this Lease by written notice to Landlord on or before December 20, 2019. Each party agrees, at the expiration request of the calendar monthother, to execute and deliver an instrument in substantially the form attached hereto as Exhibit D confirming the actual Commencement Date and the Termination Date when determined. Subject to applicable laws, statutes, ordinances and governmental rules, regulations or requirements, Tenant shall have access to, and the second “Lease Year” shall run concurrently with right to operate from, the next succeeding period of twelve Premises twenty-four (1224) calendar months. Subtenant shallhours per day, at Sublessor’s option, within fifteen seven (157) days per week, three hundred sixty-five (365) days per year. Landlord shall work with Tenant to provide Tenant early access to the Premises commencing December 15, 2018 for the installation of written request made by Sublessor the Tenant Finishing Work (as defined in Exhibit C), furniture, fixtures and equipment on the following conditions: (i) Tenant and Tenant’s contractors and employees shall not unreasonably interfere with Landlord’s contractors, (ii) Tenant shall provide evidence of insurance reasonably acceptable to SubtenantLandlord covering personal injury, execute property damage and other liabilities related to the certificate (activities of Tenant and its employees and contractors on the “Commencement Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and Expiration Date of this SubleasePremises, and such dates Tenant shall be deemed conclusive responsible for purposes the costs of this Article any additional security associated with such early access, but shall not be responsible for any utilities or Operating Expense, (iii) Tenant shall indemnify Landlord and this Sublease. The failure hold it harmless from and against any and all losses, costs, damages and liabilities arising out of the activities of Tenant and its employees and contractors on the Premises, and (iv) all such work shall be performed by Subtenant contractors that will work in harmony with Landlord’s contractors (union or otherwise) and, if applicable, Tenant shall be responsible for the cost of a secondary access for any nonunion laborers to so execute the Commencement Date Certificate in good faith extent such secondary access has not already been provided by the date so specified above shall constitute a default by Subtenant under this SubleaseLandlord’s contractor.

Demise and Term. Sublessor Subject to issuance of the Arch Street Consent pursuant to Section 2(b) below and the Consent as set forth in Section 3 below, Sublandlord hereby leases to Subtenant, and Subtenant hereby hires leases from SublessorSublandlord, that certain portion the approximately 25,445 rentable square feet of space on the second floor of the Demised Premises twenty-sixth (herein called 26th) floor, as more particularly shown on Exhibit A attached hereto (the “Subleased Premises”) as more particularly identified on Exhibit A annexed hereto and forming a part hereof) in ), of the building located at 200 Xxxxxx known as and numbered as 00 Xxxx Xxxxxx, PurchaseXxxxxx, New York Xxxxxxxxxxxxx (the “Building”). The term of this Sublease (the “Sublease Term”) shall be for a period of two (2) Lease Years (as such term is hereinafter defined), such term commencing on commence upon the date that is the Sublessor latest to occur of (or its counsela) advises Subtenant the date on which Sublandlord has received the Consent of the Prime Landlord (or its counselas defined in Section 3 below) in writing that the Landlord under the Main Lease has consented to this Sublease Sublease, (herein called b) the date on which Sublandlord delivers the Subleased Premises to Subtenant in the condition required pursuant to Section 13 below, (c) the issuance of the Arch Street Consent, and (d) April 1, 2021 (the “Commencement Date”), and ending and expiring expire on December 31, 2025 (the “Expiration Date”) at 11:59 P.M. ). Notwithstanding the foregoing, provided that Prime Landlord has issued the Consent on or before such date and Subtenant has paid the last day Security Deposit and first month’s Sublease Rent due hereunder and provided to Sublandlord and Prime Landlord a certificate of insurance demonstrating that Subtenant has procured and is maintaining the second Lease Year, unless sooner terminated as herein provided. Subtenant unconditionally acknowledges and agrees that it shall have no option or right to extend or renew the term of the Sublease beyond the Expiration Date of the Sublease, and on such date, or such sooner date if the Sublease shall be sooner terminated in accordance with its terms or at lawinsurance coverages required hereunder, Subtenant shall at its sole cost and expense vacate may, without obligation to pay Sublease Rent, enter the Subleased Premises from and deliver unencumberedafter March 19, vacant 2021 solely for the purpose of installing its furniture, fixtures, tel/data, and broom-clean possession equipment therein, provided that in the event Subtenant commences its business operations in any portion of the Subleased Premises to Sublessor, ordinary wear and tear excepted, and shall at its sole cost and expense on or prior to such date remove therefrom any and all of its personal property, trade fixtures and furnishings (other than the Furniture (as defined in Article 35 hereof)) located therein. Possession of the Subleased Premises shall be delivered in broom clean condition by Sublessor to Subtenant on the Commencement Date. The first “Lease Year” of this Sublease shall commence on the Commencement Date of this Sublease and shall end with the expiration of the next succeeding twelve (12) monthsas set forth above, plus the number of days, if any, required to have the period end at the expiration of the calendar month, and the second “Lease Year” shall run concurrently with the next succeeding period of twelve (12) calendar months. Subtenant shall, at Sublessor’s option, within fifteen (15) days of written request made by Sublessor to Subtenant, execute the certificate (the “Commencement Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and Expiration Date of this Sublease, and such dates shall be deemed conclusive for purposes of this Article and this Sublease. The failure by Subtenant to so execute the Commencement Date Certificate in good faith by the date so specified above shall constitute a default by on which Subtenant under this Subleasecommences its business operations in the Subleased Premises.

Demise and Term. Sublessor Sublandlord hereby leases to Subtenant, and Subtenant hereby hires leases from SublessorSublandlord, that upon and subject to the terms and conditions of this Sublease, those certain portion of premises comprising approximately 53,464 rentable square, as substantially shown (by diagonal lines or shading) on the second floor of the Demised Premises plans attached hereto as Exhibit “A” (herein called the “Subleased Premises”) as more particularly identified on Exhibit A annexed hereto and forming a part hereof) ), in the building located at 200 Xxxxxx Xxxxxx, Purchase, New York (the “Building”) known as 20 Xxxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx, being all of the premises that were leased to Sublandlord by ARE-20/22/1300 Firstfield Quince Orchard, LLC, a Delaware limited liability company (“Main Landlord”) under the Main Lease (as hereinafter defined), together with the Common Areas (as defined in the Main Lease), as modified from time to time by Main Landlord. The term (“Sublease Term”) of this Sublease shall be for a period of two commence on January 1, 2012 (2) Lease Years (as such term is hereinafter defined), such term commencing on the date that the Sublessor (or its counsel) advises Subtenant (or its counsel) in writing that the Landlord under the Main Lease has consented to this Sublease (herein called the “Commencement Date”), and ending and expiring shall expire at 11:59 p.m. on March 31, 2013 (the “Expiration Date”) at 11:59 P.M. on the last day of the second Lease Year), unless sooner terminated as herein provided. Subtenant unconditionally acknowledges If either party hereto shall so request, the parties hereto shall execute and agrees that it deliver to each other an instrument confirming the Commencement Date, but the failure of either party to execute and deliver such an instrument shall have no option or right to extend or renew not affect the term occurrence of the Sublease beyond Commencement Date. Notwithstanding that the Expiration Commencement Date may not have yet occurred, from and after the date hereof until the Commencement Date, upon reasonable prior notice to Sublandlord, Sublandlord shall permit Subtenant or any person or entity lawfully acting by or through Subtenant to access the Subleased Premises solely for (a) Subtenant’s architect, engineer and other consultants to measure and inspect the Subleased Premises and (b) Subtenant to inspect and review those certain assets, as more fully described in Exhibit “B” attached hereto (“Purchased Assets”) that Subtenant is purchasing from Sublandlord pursuant to the Equipment Sale Agreement, dated as of the Subleasedate hereof, between Sublandlord and on such dateSubtenant (“Sale Agreement”). Such access and use shall be subject to all the provisions of this Sublease as if the Commencement Date had otherwise commenced or occurred; provided, however, Subtenant shall not be obligated to pay Rent with respect to any period prior to the actual Commencement Date. If Subtenant or such sooner date if person or entity should enjoy such early access of the Subleased Premises, the Sublease shall be sooner terminated in accordance with its terms or at lawdeemed to have so commenced solely for the purpose of causing Subtenant’s covenants, obligations, indemnities, and other agreements under this Sublease during the Sublease Term to be effective and binding upon Subtenant during such early access (such as, but not limited to, Subtenant being obligated to obtain all insurance required of it under this Sublease). Said early access and use shall at its sole cost and expense vacate not advance the Subleased Premises and Commencement Date or advance or extend the Expiration Date. If Sublandlord does not deliver unencumbered, vacant and broom-clean possession of the Subleased Premises to SublessorSubtenant within 15 days of the Commencement Date due solely to the actions of Sublandlord, ordinary wear and tear excepted, and then the first period of rent abatement described in Section 2 below shall at its sole cost and expense on or prior to such date remove therefrom any and all of its personal property, trade fixtures and furnishings (other than the Furniture (as defined in Article 35 hereof)) located therein. Possession of be extended by one day for every day that the Subleased Premises shall be have not been delivered in broom clean condition by Sublessor to Subtenant on after the Commencement Date. The first “Lease Year” of this Sublease shall commence on the Commencement Date of this Sublease and shall end with the expiration of the next succeeding twelve (12) months, plus the number of days, if any, required to have the period end at the expiration of the calendar month, and Subtenant shall have no obligation to pay any Additional Rent until the second “Lease Year” shall run concurrently with the next succeeding period of twelve (12) calendar months. Subtenant shall, at Sublessor’s option, within fifteen (15) days of written request made Subleased Premises have been delivered by Sublessor to Subtenant, execute the certificate (the “Commencement Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and Expiration Date of this Sublease, and such dates shall be deemed conclusive for purposes of this Article and this Sublease. The failure by Subtenant to so execute the Commencement Date Certificate in good faith by the date so specified above shall constitute a default by Subtenant under this SubleaseSublandlord.

Demise and Term. Sublessor Sublandlord hereby leases to Subtenant, and Subtenant hereby hires from SublessorSublandlord, that certain portion subject to the terms and conditions of the second Main Lease (as defined hereinafter) (to the extent disclosed to Subtenant) the Superior Instruments (as defined hereinafter) and this Sublease, those certain premises constituting approximately 32,623 rentable square feet and being the entire forty-fourth (44th) floor of as substantially shown on the Demised Premises floor plan attached hereto as Exhibit “A” (herein called the “Subleased Premises”) as more particularly identified on Exhibit A annexed hereto and forming a part hereof) ), in the building located Building having an address at 200 000 Xxxxxx Xxxxxx, PurchaseXxx Xxxx, Xxx Xxxx, being part of the premises that were leased to Sublandlord by FC Eighth Ave., LLC, a New York limited liability company (“BuildingMain Landlord”) under the Main Lease, (as defined hereinafter) together with the appurtenances to the Subleased Premises which are demised to Sublandlord under the Main Lease, for the Term (as defined hereinafter). “Building” shall mean the building known as The New York Times Building, in the Borough of Manhattan, City, County and State of New York. Subject to Section 36 of this Sublease, the term (“Term”) of this Sublease shall be for a period commence upon the latest of two (2a) Lease Years September 1, 2018, (as such term is hereinafter defined)b) the date of Sublandlord’s delivery of the Subleased Premises to Subtenant in the condition required by Section 13(a) of this Sublease, such term commencing on or (c) the date that the Sublessor (or its counsel) advises Subtenant (or its counsel) in writing that the Landlord under receives the Main Lease has consented to Landlord’s Consent (as defined in Section 36 of this Sublease Sublease) (herein called such date, the “Sublease Commencement Date”), and ending and expiring the Term hereof shall expire at 11:59 p.m. on the last day of the forty-eighth (48th) full calendar month following the Rent Commencement Date (the “Expiration Date”) at 11:59 P.M. on the last day of the second Lease Year), unless sooner terminated as herein provided. If either party hereto shall so request, the parties hereto shall execute and deliver to each other an instrument confirming the Rent Commencement Date (as defined in Section 2 of this Sublease), but the failure of either party to execute and deliver such an instrument shall not affect the occurrence of the Rent Commencement Date. Subtenant unconditionally acknowledges and agrees that it shall have no option or expressly waives any right to extend or renew the term rescind this Sublease under Section 223-a of the Sublease beyond the Expiration Date New York Real Property Law or under any present or future statute of the similar import then in force and, except as expressly set forth elsewhere in this Sublease, and on such datefurther expressly waives the right to recover any damages, direct or such sooner date if the Sublease shall be sooner terminated in accordance with its terms or at lawindirect, Subtenant shall at its sole cost and expense vacate the Subleased Premises and which may result from Landlord’s failure to deliver unencumbered, vacant and broom-clean possession of the Subleased Premises by September 1, 2018, for whatever reason, including, without limitation, holdover of one or both tenants currently occupying the Subleased Premises. If for any reason Sublandlord is unable to Sublessordeliver possession of the Subleased Premises upon such date, ordinary wear this Sublease shall not be void or voidable, nor shall Sublandlord be liable to Subtenant for any damage resulting from Sublandlord’s inability to deliver such possession. “Main Landlord” shall be limited to mean and tear excepted, and shall at its sole cost and expense on or prior to such date remove therefrom any and all of its personal property, trade fixtures and furnishings (other than include only the Furniture tenant under the Unit Ground Lease (as defined in Article 35 hereofExhibit “G” to this Sublease)) located therein. Possession , to whom the Main Lease may be assigned, or a mortgagee in possession, so that in the event of any sale, assignment or transfer of the Subleased Premises Unit, or Main Landlord’s interest as a lessee under the Unit Ground Lease, in each case, such owner, tenant under the Unit Ground Lease or mortgagee in possession shall thereupon be delivered in broom clean condition by Sublessor to Subtenant on the Commencement Date. The first “Lease Year” released and discharged from all covenants, conditions and agreements of this Sublease shall commence on the Commencement Date of this Sublease and shall end with the expiration of the next succeeding twelve (12) months, plus the number of days, if any, required to have the period end at the expiration of the calendar month, and the second “Lease Year” shall run concurrently with the next succeeding period of twelve (12) calendar months. Subtenant shall, at Sublessor’s option, within fifteen (15) days of written request made by Sublessor to Subtenant, execute the certificate (the “Commencement Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and Expiration Date of this Sublease, and such dates shall be deemed conclusive for purposes of this Article and this Sublease. The failure by Subtenant to so execute the Commencement Date Certificate in good faith by the date so specified above shall constitute a default by Subtenant under this Sublease.Main

Demise and Term. Sublessor Section 201: For and in consideration of the covenants and conditions on the part of each party herein reserved and contained, Landlord does hereby leases demise and lease to SubtenantTenant, and Subtenant Tenant does hereby hires take and hire from SublessorLandlord, that certain portion of upon and subject to the second floor of terms, covenants and conditions herein set forth, the Demised Premises (herein called but without hereby waiving or surrendering the “Subleased Premises”) rights of Landlord as more particularly identified on Exhibit A annexed hereto a municipality to enforce its laws, regulations and forming a part hereof) ordinances in the building located at 200 Xxxxxx Xxxxxxsame manner as the same are enforced with respect to other property within the City of Hartford, Purchase, New York which are hereinafter referred to as its "Municipal Powers") TO HAVE AND HOLD (“Building”). The term as a leasehold interest and not as a grant of this Sublease shall be a fee ownership) for a period of two (2) Lease Years (as such term is hereinafter defined), such term commencing on the date that the Sublessor (or its counsel) advises Subtenant (or its counsel) in writing that the Landlord under the Main Lease has consented to this Sublease (herein called the “Commencement Date”), hereof and ending and expiring at midnight on the day preceding the fortieth (40th) anniversary of the Commencement Date (the “Expiration Date”) at 11:59 P.M. on the last day of the second Lease Year, unless sooner terminated as herein provided"Original Term"). Subtenant unconditionally acknowledges and agrees that it Tenant shall have no option or right two (2) successive options to extend or renew the term of this Lease for a period of ten years (each of such periods being hereinafter called and "Extension Period") commencing upon the Sublease beyond day after the Expiration Date expiration date of the Subleasethen existing Term; so long as and only if Tenant is not in default of any of its obligations under this Lease upon such expiration date. If Tenant elects to exercise either of said options, and on it shall do so by giving notice of such dateelection to Landlord during the Original Term, or first Extension Period, as applicable, no later than the date which is three hundred sixty-five (365) days prior to the commencement of the Extension Period for which such sooner date if election is exercised. If Tenant exercises said extension option the Sublease term hereof shall be sooner terminated in accordance with its terms automatically extended for the Extension Period covered thereby without the necessity for execution of any further lease, instrument or at law, Subtenant shall at its sole cost and expense vacate the Subleased Premises and deliver unencumbered, vacant and broom-clean possession of the Subleased Premises to Sublessor, ordinary wear and tear excepted, and shall at its sole cost and expense on or prior to such date remove therefrom any and all of its personal property, trade fixtures and furnishings (other than the Furniture (as defined in Article 35 hereof)) located thereinagreement. Possession of the Subleased Premises Such Extension Period shall be delivered upon the same terms and conditions including Rent and PILOT as are in broom clean condition by Sublessor to Subtenant on effect hereunder immediately preceding the Commencement Date. The first “commencement of such Extension Period except as otherwise provided in this Lease Year” of this Sublease shall commence on the Commencement Date of this Sublease and shall end with the expiration of the next succeeding twelve (12) months, plus the number of days, if any, required to have the period end at the expiration of the calendar month, and the second “Lease Year” shall run concurrently with the next succeeding period of twelve (12) calendar months. Subtenant shall, at Sublessor’s option, within fifteen (15) days of written request made by Sublessor to Subtenant, execute the certificate (the “Commencement Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and Expiration Date of this Sublease, and such dates shall be deemed conclusive for purposes of this Article and this Sublease. The failure by Subtenant to so execute the Commencement Date Certificate in good faith by the date so specified above shall constitute a default by Subtenant under this SubleaseAgreement.