Common use of DEMISE, PREMISES, TERM, RENT Clause in Contracts

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] (the “Commencement Date”) and to end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereof, at an annual rent (the “Fixed Rent”) of: (1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”); and (2) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration Date, which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term commencing on the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever, except that Tenant shall pay the first monthly installment of Fixed Rent on the execution hereof. At the request of Landlord, Fixed Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen (14) days of the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar month, on the Rent Commencement Date Tenant shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to the last day of the month in which the Rent Commencement Date shall occur, both dates inclusive. Section 1.3 After the occurrence of the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under this Lease.

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord a portion of the Premises fourteenth (14th) floor also known as Suite 1401 and as further described on Exhibit 1 annexed hereto and made a part hereof (hereinafter called, the “Premises”) in the building known as 0000 Xxxxxxxx, xx xxx Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx and State of New York (said building is hereinafter called, the “Building” and the Building, together with the plot of land upon which it stands, is hereinafter called, the “Real Property”) for a term (hereinafter called, the Term “Term”) to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] Commencement Date (the “Commencement Date”hereinafter defined) and to end on the date immediately preceding Expiration Date (hereinafter defined) both dates inclusive unless the tenth (10th) anniversary Term shall sooner end pursuant to any of the Rent Commencement Date (the “Fixed Expiration Date”) subject terms, covenants or conditions of this Lease or pursuant to the provisions of Article 39 hereof, at an annual rent (the “Fixed Rent”) of: (1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) law for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”); and (2) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration Date, which herein reserved. Tenant agrees to pay the Rent provided for herein in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments installments, in advance, on the first (1st) day of each calendar month during the Term commencing on from and after the Rent Commencement Date, Date at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoeverwhatsoever (except as otherwise expressly provided for in this Lease), except provided, however, that Tenant shall pay the first monthly installment of Fixed Rent on the execution hereofof this Lease. At The Rent for any portion of a calendar month included in the request of Landlord, Fixed Rent Term shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen (14) days of prorated in the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees ratio that the performance number of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work days in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed portion bears to the HVAC equipment room, as a part actual number of Tenant’s Initial Alterationsdays in such month. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar monthIf, on the Rent Commencement Date Date, or thereafter, Tenant shall pay be in default in the payment of Rent to Landlord a sum equal pursuant to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number terms of calendar days another lease of space in the period from Building with Landlord or with Landlord’s predecessor-in-interest, Landlord may, at Landlord’s option and without notice to Tenant, add the amount of such arrearages to any monthly installment of the Rent Commencement Date and the same shall be payable to the last day of the month in which the Rent Commencement Date shall occur, both dates inclusiveLandlord as additional rent. 1.2 The following definitions contained in this Section 1.3 After 1.2 of this Article I shall have the occurrence of the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under meanings hereinafter set forth used throughout this Lease, Exhibits, Schedules, and Riders (if any).

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord Landlord, the Premises for the Term to commence on the date Landlord shall deliver delivers possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] Tenant broom clean and with the existing tenant installations therein demolished in a Building standard manner (the “"Commencement Date”") and to end on the date immediately preceding last day of the tenth calendar month in which occurs the ten (10th10) year six (6) month anniversary of the Rent Commencement Date (subject to Section 39.4 below) (the “"Fixed Expiration Date”) subject to the provisions of Article 39 hereof"), at an annual rent (the “"Fixed Rent”") of: : (1i) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars $212,968.75 per annum ($1,757,950.00; $146,495.83 17,747.40 per month) for the period commencing on the Rent Commencement Date to and ending on including the last day (the "First Date") of the calendar month immediately preceding the month in which the fifth (5th) anniversary of the Commencement Date occurs, and (the “1st Rental Period”); and (2ii) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars $224,718.75 per annum ($1,933,745.00; $161,145.42 18,726.56 per month) for the period commencing on the day next succeeding immediately following the end of the 1st Rental Period First Date to and ending on including the Fixed Expiration Date, ; which Fixed Rent Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term commencing on Term, from the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever, except that Tenant shall pay the first full monthly installment of Fixed Rent ($17,747.40) on the execution hereof. At . Section 1.2 Should the request of Landlord, obligation to pay Fixed Rent commence on a day other than on the first day of a month (or should this Lease expire or terminate on any day other than the last day of a month), then the Fixed Rent for such month shall be prorated on a per diem basis. Section 1.3 Notwithstanding anything to the contrary contained herein, provided Tenant is not then in default under this Lease after notice and the expiration of applicable cure periods, if any, Tenant shall not be required to pay the sum of $16,401.04 from each of the monthly installments of Fixed Rent payable when due by wire transfer under this Lease for the following months: thirty-second, thirty-third, thirty-fourth, thirty-fifth and forty-second months immediately following the Commencement Date. Section 1.4 Upon the occurrence of funds to an account designated from time to time by Landlord. Commencement Date, Landlord shall deliver may send a notice to Tenant an ACP-5 certificate within fourteen (14) days confirming same. In such event Tenant shall confirm such date with reasonable promptness. The failure of the date hereof, and shall deliver possession of the Premises on Tenant to so confirm the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence validity thereof, as determined by Landlord, or any of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity other provisions of this Lease or the obligations of Tenant hereunderLease. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date use reasonable efforts to provide Tenant with at least five (but in any event within sixty (605) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar month, on the Rent Commencement Date Tenant shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to the last day of the month in which the Rent Commencement Date shall occur, both dates inclusive. Section 1.3 After the occurrence advance notice of the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under this Lease.

DEMISE, PREMISES, TERM, RENT. Section 1.1 2.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence commence, subject to Article 23, on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] (the “Commencement Date”) Date and to end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereof, at an annual rent (the “Fixed Rent”) of: (1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”); and (2) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration Date, which unless earlier terminated or extended as provided herein. Tenant agrees shall also have, as appurtenant to the Premises, the use, on a non-exclusive basis and in common with the other tenants in the Building (and subject to Landlord’s Rules and Regulations), the common areas of the Building and the Land, including (i) the public lobby, public hallways and public stairways, (ii) the public elevators, (iii) common walkways necessary for access to the Building, and (iv) all other parts of the Real Property made available by Landlord to all tenants in the Building. Section 2.2 Tenant shall pay to Landlord, in lawful money of the United States which shall be legal tender of America, without notice or demand, by good and sufficient check drawn to the Landlord’s order on a bank or trust company with an office in payment the Borough of all debts and duesManhattan, public and privatethe City of New York, State of New York, or by wire transfer, at the time of payment, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term commencing on the Rent Commencement Date, Tenant’s option at the office of Landlord or at such other place as Landlord may designatedesignate from time to time by fifteen (15) days prior written notice to Tenant, without any set-offthe following: (A) commencing upon the Rent Commencement Date, offsetthe Fixed Rent, abatement or deduction whatsoeverat the annual fixed rental rate set forth in the Reference Page, which shall be payable in equal monthly installments of Fixed Rent in advance on the first day of each and every calendar month during the Term, except that Tenant shall pay the first monthly installment of Fixed Rent on the execution hereof. At the request of Landlord, Fixed Rent shall be payable when due by wire transfer Tenant upon execution of funds to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen this Lease; and (14B) days of the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after commencing upon the Commencement Date, additional rent (“Additional Rent”) consisting of all other sums of money (including, without limitation, Escalation Rent) as shall become due from and be payable by Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date hereunder (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work for default in the scheme payment of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, which Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet same remedies as opposed to the HVAC equipment room, as for a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) default in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days payment of completion of such demolition at Tenant’s sole cost and expenseFixed Rent). Section 1.2 2.3 If the Rent Commencement Date shall occur on a date is other than the first (1st) day of any a calendar month, on or the Rent Commencement Expiration Date Tenant shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to is other than the last day of the a calendar month, Fixed Rent for such month in which the Rent Commencement Date shall occur, both dates inclusivebe prorated on a per diem basis. Section 1.3 After 2.4 Tenant shall pay the Fixed Rent and Additional Rent when due without abatement, deduction, counterclaim, setoff or defense for any reason whatsoever, except such abatements, deductions, counterclaims, setoffs or defenses as may be occasioned by the occurrence of any event permitting same as specifically set forth in this Lease. Section 2.5 Landlord may submit to Tenant a written agreement, substantially in the Commencement Dateform annexed as Schedule H, at confirming the request dates fixed by Landlord, in accordance with the provisions of either party heretothis Lease, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing as the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, and Tenant shall execute such agreement and return it to Landlord within five (5) Business Days thereafter. Any failure of the failure parties to do so execute such written agreement shall not affect the occurrence validity of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or as fixed and determined by Landlord as aforesaid. If Tenant disputes the rights and obligations Commencement Date, Tenant must notify Landlord of the parties under this Leasenature of, and reasons for, such dispute within such five (5) Business Day period.

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] hereof (the “Commencement Date”) and to end on the date immediately preceding the tenth (10th) fifteenth anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereof), at an annual rent (the “Fixed Rent”) of: (1) One for the First Rental Period, an amount equal to Three Million Eight Hundred Sixty-Four Thousand Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”3,864,750.00); and, (2) for the Second Rental Period, Four Million One Million Nine Hundred ThirtyTwenty-Three Two Thousand Seven Four Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month4,122,400.00), and (3) for the period commencing on the day next succeeding the end of the 1st Third Rental Period Period, Four Million Three Hundred Eighty Thousand Fifty and ending on the Fixed Expiration Date, 00/100 Dollars ($4,380,050.00) which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term commencing on the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever, whatsoever except that Tenant shall pay the first monthly installment of Fixed Rent on the execution hereofas otherwise provided herein. At the request of Landlord, Fixed Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. ; provided, however, that Landlord shall deliver provide wiring instructions to Tenant an ACP-5 certificate within fourteen not less than thirty (1430) days of prior to the date hereof, upon which the first such monthly installment of Fixed Rent to be wired shall be due and shall deliver payable. Tenant hereby agrees to accept possession of the Premises in its “as is” condition on the Commencement Date vacantvacant of personal property (except for those items of personal property set forth on Exhibit “E” attached hereto and made a part hereof (the “Included Personal Property”)), unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges ; provided, however, that prior to the Commencement Date Landlord may be performing shall install a fire-rated partition in the previously-existing doorway accessing the internal stairs located between the fourth (4th) and fifth (5th) floors of the Building (the “Fourth Floor Internal Stairs”) in accordance with applicable Requirements (“Landlord’s Work after Work”). Landlord agrees that, notwithstanding the foregoing, on the Commencement DateDate the Premises shall be in compliance with all Requirements, except to the extent the non-compliance therewith (i) would not adversely affect Tenant’s ability to perform any Initial Alterations and Tenant agrees that (ii) would otherwise be cured by the performance of the Initial Alterations, including, without limitation, any Landlord’s Work shall not affect Initial Alteration consisting of or including any demolition of any portion of the occurrence Premises. Tenant will accept the Included Personal Property as of the Commencement Date in its “as-is” and “where-is” condition, and acknowledges that Landlord has not made any representations or warranties as to the condition or fitness of the Included Personal Property for use. The Included Personal Property shall be deemed an eviction, constructive or otherwise, or otherwise affect leased to Tenant in accordance with all of the validity terms and conditions of this Lease or throughout the Term but shall remain the property of Landlord for all purposes and shall be returned to Landlord on the Expiration Date in its “as-is” condition as of the Expiration Date, subject, nevertheless, to the performance by Tenant of its obligations pursuant to the provisions of this Lease. Notwithstanding the foregoing, Tenant hereunder. shall have the right from time to time during the Term to deliver notice to Landlord indicating that Tenant no longer desires to lease any item of the Included Personal Property, and within five (5) Business Days of receipt of such notice, Landlord shall complete in its sole discretion elect to (x) accept the return of such Included Personal Property in its “as-is” condition or (y) decline the return of such Included Personal Property, in which event Tenant may in its discretion and at its sole cost and expense dispose of such Included Personal Property without liability or cost to Landlord’s Work . If Landlord shall fail to deliver the notice of its election of either item (x) or (y) in a reasonably timely manner accordance with the foregoing sentence, Landlord shall be deemed to have elected to decline the return of such Included Personal Property pursuant to such item (y). Section 1.2 (a) Promptly after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature occurrence of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar month, on the Rent Commencement Date Tenant shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to the last day of the month in which the Rent Commencement Date shall occur, both dates inclusive. Section 1.3 After the occurrence of the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in the form attached hereto as Exhibit “D” and in mutually reasonably satisfactory substance mutually satisfactory to each other (the “Premises Delivery Notice,”) memorializing the Commencement Date, the Rent such Commencement Date and the Fixed Expiration Rent Commencement Date, ; provided, however, the failure to do so deliver the Premises Delivery Notice shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or Date, the Fixed Expiration Date or the rights and obligations of the parties under this Lease.

DEMISE, PREMISES, TERM, RENT. Section 1.1 2.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence commence, subject to Article 23, on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] (the “applicable Commencement Date”) Date and to end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereof, at an annual rent (the “Fixed Rent”) of: (1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”); and (2) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration Date, unless earlier terminated or extended as provided herein or pursuant to applicable Laws. Notwithstanding the foregoing, if any or all of the entire 7th, 8th or 9th floors shall become vacant and available prior to the expiration of the lease of such portions of the Premises due to the default of the tenant of such space and Landlord’s successful eviction of such tenant, then Landlord may accelerate the Commencement Date for such portion of the Premises to an earlier date by giving Notice thereof to Tenant, provided that (i) the accelerated Commencement Date shall not be earlier than 60 days after the date of such Notice to Tenant and (ii) in no event may the Commencement Date be accelerated to a date earlier than January 1, 2008. If Landlord has accelerated the Commencement Date for such portion of the Premises in accordance with this Section 2.1 and collects damages attributable to Fixed Rent and Escalation Rent from the prior tenant of such portion of the Premises for a period for which Tenant agrees has also paid Fixed Rent and Escalation Rent for such portion of the Premises, Landlord (after recovering its expenses) shall pay Tenant the amount of such damages collected, up to the amount paid by Tenant to Landlord for the corresponding period of time. Tenant shall also have, as appurtenant to the Premises, the use, on a non-exclusive basis and in common with the other tenants in the Building (and subject to Landlord’s Rules and Regulations), the common areas of the Building and the Land, including (i) the public lobby, public hallways and public stairways, (ii) the public elevators and loading dock (if any), (iii) common walkways necessary for access to the Building, and (iv) all other parts of the Real Property made available by Landlord to all tenants in the Building. Tenant, at its own risk and on a non-exclusive basis, may use the Building stairways between floors of the Premises solely to enable Tenant’s employees to access floors comprising the Premises, provided that such use by Tenant (x) complies with all Laws, (y) does not disrupt or interfere with the proper and safe operation of the Building by Landlord and (z) does not interfere with the occupancy by other tenants of the Building. Tenant shall make its own security arrangements relating to the use of such stairways, provided that it shall consult with Landlord regarding such arrangements and continue to afford Landlord access to the Premises and such stairways in accordance with the applicable provisions of this Lease. To the extent any of Tenant’s floors are so-called “re-entry” floors, Tenant, at its expense, shall tie such floors into the Class E Systems. Section 2.2 Tenant shall pay to Landlord, in lawful money of the United States which shall be legal tender of America, without notice or demand, by good and sufficient check drawn to the Landlord’s order on a bank or trust company with an office in payment the Borough of all debts and duesManhattan, public and privatethe City of New York, State of New York, or, at the time of paymentTenant’s option, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term commencing on the Rent Commencement Dateby wire transfer, at the office of Landlord or at such other place as Landlord may designatedesignate from time to time, without any set-offthe following: (A) commencing upon the Rent Commencement Date for the applicable portion of the Premises, offsetthe Fixed Rent, abatement or deduction whatsoeveras set forth in the Reference Page, except that Tenant which shall pay the first be payable in equal monthly installment installments of Fixed Rent in advance on the execution hereof. At first day of each and every calendar month during the request of Landlord, Fixed Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen Term; and (14B) days of the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after commencing upon the Commencement Date, additional rent (“Additional Rent”) consisting of all other sums of money (including, without limitation, Escalation Rent) as shall become due from and be payable by Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date hereunder (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work for default in the scheme payment of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, which Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet same remedies as opposed to the HVAC equipment room, as for a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) default in the Premisespayment of Fixed Rent). Except as otherwise expressly provided in this Lease, Tenant all Additional Rent which is not a recurring, periodic payment shall file a new ACP-5 certificate be due within ten (10) 30 days of completion of such demolition at Tenant’s sole cost and expenseafter written demand therefor. Section 1.2 2.3 If the Rent Commencement Date shall occur on a date is other than the first (1st) day of any a calendar month, on or the Rent Commencement Expiration Date Tenant shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to is other than the last day of a calendar month, Fixed Rent for such month shall be prorated on a per diem basis based upon the number of days occurring in the calendar month in which the applicable Rent Commencement Date shall occur, both dates inclusiveoccurs or the calendar month in which the Expiration Date occurs. Section 1.3 After 2.4 Tenant shall pay the Fixed Rent and Additional Rent when due without abatement, deduction, counterclaim, setoff or defense for any reason whatsoever, except such abatements, deductions, counterclaims, setoffs or defenses as may be occasioned by the occurrence of any event permitting same as specifically set forth in this Lease. Section 2.5 With respect to the 7th, 8th and 9th floors, Landlord will give Tenant Notice at least five (5) Business Days in advance of the date when Landlord expects Landlord’s Work to be Substantially Completed, but Landlord shall not incur any liability whatsoever to Tenant in the event Landlord’s Work is not Substantially Completed by such date, except as expressly provided in this Lease. Section 2.6 Landlord shall submit to Tenant a written agreement, substantially in the form annexed as Schedule H, confirming the dates fixed by Landlord, in accordance with the provisions of this Lease, as the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement DateDates, the Rent Commencement Date Dates and the Fixed Expiration Date, provided, however, and Tenant shall execute such agreement and return it to Landlord within ten (10) Business Days thereafter. Any failure of the failure parties to do so execute such written agreement shall not affect the occurrence validity of the Commencement DateDates, the Rent Commencement Date Dates or the Fixed Expiration Date or the rights as fixed and obligations determined by Landlord as aforesaid. If Tenant disputes any Commencement Date, then Tenant must give Landlord Notice of the parties under this Leasenature of, and reasons for, such dispute within such ten (10) Business Day period.

DEMISE, PREMISES, TERM, RENT. Section 1.1 2.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence commence, subject to Article 23, on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] (the “Commencement Date”) Date and to end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereof, at an annual rent (the “Fixed Rent”) of:. (1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of Section 2.2 Commencing upon the Commencement Date (the “1st Rental Period”); and (2) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration Date, which Tenant agrees shall pay to pay Landlord, in lawful money of the United States of America, without notice or demand, either by (i) good and sufficient check drawn to Landlord’s order on a bank or trust company with an office in the State of New York, at Eastview Holdings LLC, c/o First Union National Bank, X.X. Xxx 0000-0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx, 00000-0000, or (ii) wire transfer to the following account: First Union National Bank, ABA No. 000-000-000, Account No. 2000003297504 for credit to CDC Mortgage Capital Inc., as Mortgagee of Eastview Holdings LLC, or at such other place, or to Landlord’s agent and at such other place, as Landlord may designate from time to time, the following: (A) the Fixed Rent, at the annual fixed rental rate set forth in the Reference Page, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, payable in equal monthly installments of Fixed Rent in advance, advance on the first (1st) day of each and every calendar month during the Term commencing on the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoeverTerm, except that Tenant shall pay the first monthly installment of Fixed Rent on shall be payable by Tenant upon execution of this Lease; and Back to Contents (B) additional rent (“Additional Rent”) consisting of all other sums of money (including, without limitation, any Tenant’s Operating Payment and any Tenant’s Tax Payment) as shall become due from and be payable by Tenant hereunder (for default in the execution hereof. At payment of which Landlord shall have the request same remedies as for a default in the payment of LandlordFixed Rent). Section 2.3 If the Commencement Date is other than the first day of a calendar month, Fixed Rent for such month shall be payable when due by wire transfer of funds prorated on a per diem basis. Section 2.4 If prior to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen (14) days of the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish occupy any portion of the improvements Premises for the performance of work in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereofor otherwise, Tenant may install an ADA compliant bathroom utilizingshall, in partcommencing as of the date of such occupancy, the janitorpay Landlord’s closet as opposed to the HVAC equipment roomcharges for (i) electricity, as a part reflected on the meters described in Article 30, and (ii) such items for which Tenant is separately billed hereunder, including, without limitation, overtime use of Tenant’s Initial Alterationsfreight elevator and HVAC service and extra cleaning services. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant Such charges and items shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expensebe payable to Landlord on demand. Section 1.2 If the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar month, on the Rent Commencement Date 2.5 Tenant shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen the Fixed Rent and 00/100 Dollars ($4,816.00)Additional Rent when due without abatement, multiplied deduction, counterclaim, setoff or defense for any reason whatsoever, except said abatement as may be occasioned by the number of calendar days in the period from the Rent Commencement Date to the last day of the month in which the Rent Commencement Date shall occur, both dates inclusive. Section 1.3 After the occurrence of the Commencement Dateany event permitting an abatement of Fixed Rent and Tenant’s Tax Payment and Tenant’s Operating Payment, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement as specifically set forth in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under this Lease.

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord a portion of the Premises fourteenth (14th) floor also known as Suite 1402 as indicated on Exhibit 1 annexed hereto and made a part hereof (hereinafter called the "PREMISES") in the building known as 0000 Xxxxxxxx, xx xxx Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx and State of New York (said building is hereinafter called the "BUILDING" and the Building, together with the plot of land upon which it stands, is hereinafter called the "REAL PROPERTY") for a term (hereinafter called the Term "TERM") to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] Commencement Date (the “Commencement Date”hereinafter defined) and to end on the date immediately preceding Expiration Date (hereinafter defined) both dates inclusive unless the tenth (10th) anniversary Term shall sooner end pursuant to any of the Rent Commencement Date (the “Fixed Expiration Date”) subject terms, covenants or conditions of this Lease or pursuant to the provisions of Article 39 hereof, at an annual rent (the “Fixed Rent”) of: (1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) law for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”); and (2) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration Date, which herein reserved. Tenant agrees to pay the Rent provided for herein in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, . in equal monthly installments installments, in advance, on the first (1stlst) day of each calendar month during the Term commencing on from and after the Rent Commencement Date, Date at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoeverwhatsoever (except as otherwise expressly provided in this Lease), except provided, however, that Tenant shall pay the first monthly installment of Fixed Rent on the execution hereofof this Lease. At The Rent for any portion of a calendar month included in the request of Landlord, Fixed Rent Term shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen (14) days of prorated in the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees ratio that the performance number of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work days in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed portion bears to the HVAC equipment room, as a part actual number of Tenant’s Initial Alterationsdays in such month. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar monththat, on the Rent Commencement Date Date, or thereafter, Tenant shall pay be in default in the payment of Rent to Landlord a sum equal pursuant to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number terms of calendar days another lease of space in the period from Building with Landlord or with Landlord's predecessor-in- interest, Landlord may, at Landlord's option and without notice to Tenant add the amount of such arrearages to any monthly installment of the Rent Commencement Date and the same shall be payable to the last day of the month in which the Rent Commencement Date shall occur, both dates inclusiveLandlord as additional rent. Section 1.3 After 1.2 The following definitions contained in this subsection 1.2 of this Article 1 shall have the occurrence of the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under meanings hereinafter set forth used throughout this Lease, Exhibits, Schedules, and Riders (if any).

DEMISE, PREMISES, TERM, RENT. Section 1.1 A. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises second floor and the third floor and the fourth floor, as more particularly shown on Exhibit 1, annexed hereto and made a part hereof (hereinafter called "Premises") in the building known as 000 Xxxx 00xx Xxxxxx, in the Borough of Manhattan, County City and State of New York (said building is hereinafter called the "Building" and the Building , together with the plot of land upon which it stands, is hereinafter called the "Real Property") for a term (hereinafter called the Term "Term") to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] (the “Commencement Date”) and to end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (hereinafter defined) both dates inclusive unless the “Fixed Expiration Date”) subject Term shall sooner end pursuant to the provisions of Article 39 hereof, at an annual rent (the “Fixed Rent”) of: (1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary any of the Commencement Date terms, covenants or conditions of this lease or pursuant to law at the Rent, (the “1st Rental Period”hereinafter defined which Rent shall also include any additional rent payable hereunder); and (2) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration Date, which Rent Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time tine of payment, ' in equal monthly installments installments, in advance, commencing on the Rent Commencement Date (hereinafter defined) and on the first (1st) day of each calendar month thereafter during the Term commencing on the Rent Commencement Date(except as hereinafter otherwise provided), at the office of Landlord or such other place as Landlord may designate, designate without any set-off, offset, abatement or deduction whatsoeverwhatsoever unless otherwise set forth herein, except that Tenant shall pay the first monthly installment of Fixed Rent on the execution hereof. At the request of Landlord, Fixed Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen (14) days of the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If if the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar month, Tenant shall pay to Landlord, on the first (1st) day of the month next succeeding the month during which the Rent Commencement Date Tenant shall pay to Landlord a sum occur, an amount equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by such proportion of an equal monthly installment of Rent as the number of calendar days from and including the Rent Commencement Date bears to the total number of days in said calendar month. Such payment, together with the sum paid by Tenant upon execution of this Lease, shall constitute payment of the Rent for the period from the Rent Commencement Date to and including the last day of the month in which the Rent Commencement Date shall occur, both dates inclusivenext succeeding calendar month. Section 1.3 After B. The following definitions contained in this subsection B of this Article 1 shall have the occurrence of the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under meanings hereinafter set forth used throughout this Lease, Exhibits, Schedules, and Riders (if any).

DEMISE, PREMISES, TERM, RENT. Section 1.1 2.1. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be and Tenant leases the Premises from Landlord, 2004 [date to be 7 days from execution of this Lease] (for the “Commencement Date”) and to end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereofTerm, at an annual rent (the “Fixed Rent”) ofas follows: (a) With respect to the 8th Floor Premises, as set forth on Schedule 1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”); and (b) With respect to the 15th Floor Premises, as set forth on Schedule 2) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the . Section 2.2. Tenant shall pay Fixed Expiration DateRent to Landlord or its designee without notice or demand, which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of paymentStates, in equal monthly installments in advance, advance commencing on the Commencement Date and thereafter on the first (1st) day of each calendar month during the Term commencing on (except that Tenant shall pay the first monthly installment of Fixed Rent Commencement Datedue upon the execution and delivery of this Lease by Tenant), at the Landlord’s office of Landlord or such other place address as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever, whatsoever (except that Tenant shall pay the first monthly installment of as otherwise expressly provided in this Lease). Fixed Rent on the execution hereof. At the request of Landlord, Fixed and Additional Rent shall be payable when due either (a) by check drawn on a bank that is a member of the New York Clearing House Association, or on any other bank reasonably acceptable to Landlord with an office in New York City or chartered as a national banking association or (b) by wire transfer of funds to an account designated from time to time by Landlordimmediately available funds, at Tenant’s election. Section 2.3. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen (14) days of the date hereof, and shall deliver possession of the Premises on If the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall does not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If the Rent Commencement Date shall occur fall on a date other than the first (1st) day of any calendar month, or if the Expiration Date does not fall on the last day of any calendar month, then the Fixed Rent for the partial calendar month in which the Commencement Date or Expiration Date occurs, as applicable, shall be prorated based on the actual number of days in such month included in the Term. Section 2.4. Landlord hereby gives Tenant permission to occupy other premises on the fifteenth floor in the Building as shown on the floor plan attached to this Lease as Exhibit C (such premises, the “Temporary Space”), until the earlier of (i) thirty (30) days after Tenant gives Landlord written notice of Tenant’s desire to terminate its occupancy of the Temporary Space or (ii) August 31, 2007 (the earlier of said dates being referred to as the “Temporary Space Surrender Date”). Tenant’s use and occupancy of the Temporary Space shall be on a full service gross basis under, and subject to, all of the terms, covenants and conditions of this Lease, other than Article 7 and Section 10.1(b), and provided that the electrical infrastructure for the Temporary Space is sufficient to provide 200 amperes of 460 volt, 3-phase, 4-wire, AC electrical capacity. All of the costs and expenses related to Tenant’s move into the Temporary Space, and the use and occupancy thereof (including, without limitation, the installation and use of telecommunications equipment), shall be paid and borne by Tenant. On or before the Temporary Space Surrender Date, Tenant shall quit and surrender to Landlord the Temporary Space in a broom clean condition, with all of Tenant’s furniture and other personal property removed. The cost and expense of moving all of Tenant’s property, including, without limitation, its telecommunications equipment out of the Temporary Space on or before the Temporary Space Surrender Date shall be paid and borne by Tenant. To compensate Landlord for Tenant’s use and occupancy of the Temporary Space, Tenant shall pay to Landlord a the sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars of [***] ($4,816.00), multiplied by the number of calendar days in “Temporary Space License Fee”) for every month from the date hereof until the Temporary Space Surrender Date (prorated for the period from the Rent Commencement Date date hereof to March 31st), which amount shall be in addition to the last day of Fixed Rent and Additional Rent payable under this Lease with respect to the month in which Premises. If Tenant fails to so quit and surrender to Landlord the Rent Commencement Date shall occur, both dates inclusive. Section 1.3 After Temporary Space on or before the occurrence of the Commencement Temporary Space Surrender Date, at the request then, in addition to all of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the Landlord’s rights and obligations of the parties remedies under this Lease, at law and in equity, Tenant covenants and agrees to pay through the date that Tenant so quits and surrenders to Landlord the Temporary Space, for Tenant’s use and occupancy thereof, an amount equal to twice the Temporary Space License Fee for each month or portion thereof after the Temporary Space Surrender Date. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord Landlord, the Premises for the Term to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] hereof (the “Commencement Date”) and to the end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (August 31, 2006 the “Fixed Expiration Date”) subject to the provisions of Article 39 hereof), at an annual rent (the “Fixed Rent”) of: (1i) One Million Seven Four Hundred Fifty-Seven Seventeen Thousand Nine Six Hundred Fifty and 00/100 Dollars ($1,757,950.00; 417,600.00) per annum, payable in equal monthly installments of $146,495.83 per month) for the period 34,800.00 commencing on the Rent Commencement Date through and ending on the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”)including August 31, 2001; and (2ii) One Million Nine Four Hundred Thirty-Three Seventy Five Thousand Seven Six Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; 475,600.00) per annum, payable in equal monthly installments of $161,145.42 per month) for the period 39,633.33, commencing on the day next succeeding the end of the 1st Rental Period September 1, 2001 through and ending on including the Fixed Expiration Date, which Fixed Rent Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term commencing on Term, from the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever, except that Tenant shall pay the first full monthly installment of Fixed Rent ($34,800) on the execution hereof. At the request of Landlord, Fixed Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. , except that Landlord shall deliver to not require wire transfer from Tenant an ACP-5 certificate within fourteen (14) days unless it is then requiring wire transfer from more than 50% of the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work tenants in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expenseBuilding. Section 1.2 If Should the obligation to pay Fixed Rent Commencement Date shall occur commence on a date day other than on the first (1st) day of a month (or should this Lease expire or terminate on any calendar month, on the Rent Commencement Date Tenant shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to day other than the last day of a month), then the Fixed Rent for such month in which the Rent Commencement Date shall occur, both dates inclusivebe prorated on a per diem basis. Section 1.3 After Provided Tenant is not then in default hereunder, the occurrence Fixed Rent set forth in Section 1.l(i) above shall be abated during the month of March in each of the Commencement Dateyears 1999 through 2004 inclusive. However, at if the request default is cured, then thereafter Tenant shall receive the abatement to which it is entitled (including any abatement not received during the applicable month of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement March because Tenant was then in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under this Leasedefault).

DEMISE, PREMISES, TERM, RENT. Section 1.1 1.1. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] (the “Commencement Date”) Date and to end on the date (the "Fixed Expiration Date") which is the last day of the month in which the day immediately preceding the tenth fifth (10th5th) anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereofshall occur, at an annual rent (the “"Fixed Rent”") of: (1i) Two Hundred Thousand One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Seventy Dollars ($1,757,950.00; $146,495.83 200,170) per month) annum for the period (the "1st Rental Period") commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth two (5th2) year, six (6) month anniversary of the Rent Commencement Date, or if the Rent Commencement Date shall occur other than on the first day of the month, ending on the last day of the month in which the two (2) year, six (6) month anniversary of the “1st Rental Period”Rent Commencement Date shall occur ($16,680.83 per month); , and (2ii) One Million Nine Two Hundred Thirty-Three Sixteen Thousand Seven Four Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 216,400) per month) annum for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration DateDate ($18,033.33 per month), (which Fixed Rent amounts include the Electricity Inclusion Factor) which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term commencing on the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever, except that Tenant shall pay the first full monthly installment of Fixed Rent on the execution hereof. At the request of Landlord, Fixed Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen (14) days of the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 1.2. If the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar month, then, on the Rent Commencement Date Date, Tenant shall pay to Landlord a sum an amount equal to Four Thousand Eight Five Hundred Sixteen Fifty-Six and 00/100 03/100 Dollars ($4,816.00556.03), multiplied by the number of calendar days in the period from the Rent Commencement Date to the last day of the month in which the Rent Commencement Date shall occur, both dates inclusive. Section 1.3 After 1.3. Tenant shall pay to Landlord, as additional rent, on account of electricity consumed at the occurrence of Premises, an amount equal to One Thousand Three Hundred Fifty-two and 50/100 Dollars ($1,352.50) per month during the period commencing on the Commencement Date, at Date and ending on the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, day immediately preceding the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under this Lease.

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for a term (the Term “Term”) to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] (the “Commencement Date”) Date and to end on the Fixed Expiration Date. Landlord shall reasonably determine the date immediately preceding on which the tenth Commencement Date shall have occurred and shall notify Tenant of the date so determined. If Tenant disagrees with Landlord’s determination of the Commencement Date, Tenant may object to such determination within thirty (10th30) anniversary days after Landlord’s delivery of its written determination of such date to Tenant and thereafter either party may submit such matter to arbitration pursuant to the provisions of Section 38.7 of this Lease; provided, however, that Tenant shall pay all Fixed Rent and Additional Rent, and perform all other obligations consistent with Landlord’s determination of the Commencement Date, subject to refund or credit, together with interest at the Applicable Rate on the amount so refunded or credited (such interest to computed from the date such amount to be credited or refunded was paid by Tenant to Landlord). Landlord shall credit or refund any such amount within thirty (30) days of the date that such matter is resolved by arbitration or by mutual agreement. Section 1.2 In determining whether or not the Commencement Date occurred on the date determined by Landlord, the following shall apply: (i) Landlord’s Pre-Commencement Date Work shall be deemed to have been substantially completed notwithstanding the fact that there may be unperformed obligations in respect of Landlord’s Pre-Commencement Date Work as of such Commencement Date, so long as such unperformed obligations do not actually interfere with the performance of Tenant’s Initial Alterations beyond a de minimis amount; and (ii) if Landlord’s Pre-Commencement Date Work shall be deemed to have been substantially completed with respect to a portion of the Premises comprising an entire rental unit (which shall mean, for purposes of this Section 1.1 and the first sentence of Section 28.4, all of the seventeenth (17th) floor of the Building, or all of the portion of the eighteenth (18th) floor included in the Premises, or any First Offer Space to be included in the Premises) which is less than the entire Premises then, notwithstanding the fact that Landlord’s Pre-Commencement Date Work shall not have been performed with respect to the balance of the Premises, and so long as Tenant shall be capable of commencing the performance of Tenant’s Initial Alterations in such rental unit, the Commencement Date shall nonetheless be deemed to have occurred with respect to the entire Premises; provided that Tenant shall not be responsible under this Lease for anything that occurs in, or be required to maintain any insurance with respect to, or take care of, or observe any Requirements in respect of, the balance of the Premises until Landlord’s Pre-Commencement Date Work shall have been completed in the balance of the Premises and, in such case, Tenant shall be entitled to a credit against Fixed Rent equal to the product of a fraction (x) the numerator of which is the product of $37.00 multiplied by number of rentable square feet in the rentable unit in respect of which Landlord’s Pre-Commencement Date Work has not been substantially completed (which rentable square feet shall be deemed to be, for purposes of this Section 1.2, 45,788 rentable square feet with respect to the seventeenth (17th) floor of the Building, and 29,218 rentable square feet with respect to the portion of the eighteenth (18th) floor included in the Premises) and (y) the denominator of which is 365, for each day that Landlord’s Pre-Commencement Date Work shall not have been substantially completed with respect to such remaining portion of the Premises. Section 1.3 Upon the determination of the Commencement Date and the Rent Commencement Date, as aforesaid, the parties shall within ten (10) days thereafter, at either party’s request, execute a written agreement confirming such dates, which agreement shall be in the form annexed hereto as Exhibit M. Any failure of the parties to execute such written agreement shall not affect the validity of the Commencement Date, the Rent Commencement Date or, if Tenant exercises its option pursuant to Section 1.5 hereof, the date on which the Rent Abatement Period, as extended pursuant to Section 1.5, shall end, in each case, as reasonably determined by Landlord or the arbitrators, as applicable. Section 1.4 Commencing upon the Rent Commencement Date, Tenant shall pay to Landlord, in lawful money of the United States of America, without notice or demand, in lawful money of the United States, by good and sufficient check drawn to Landlord’s order on a bank or trust company which is a member of the New York Clearinghouse Association, or a successor thereto, having an office in the Borough of Manhattan, the City of New York, State of New York, at the office of Landlord, or at such other place as Landlord may designate from time to time; or, at Landlord’s election, by wire transfer of immediately available federal funds to Landlord or its designee to the account identified in the Reference Data initially set forth in this Lease, or to any other account as Landlord may designate by advance notice to Tenant, the following: (A) fixed rent (“Fixed Rent”), at the annual fixed rental rate set forth in the Reference Data initially set forth in this Lease, which Fixed Rent shall be payable in equal monthly installments, in advance on the first day of each and every calendar month during the Term, except that the first monthly installment of Fixed Rent shall be payable by Tenant upon execution of this Lease; and (B) additional rent (“Additional Rent”) consisting of all other sums of money (including, without limitation, Escalation Rent) as shall become due from and be payable by Tenant under this Lease (for default in the payment of which Landlord shall have the same remedies as for a default in the payment of Fixed Rent). Section 1.5 Tenant shall not be required to pay that portion of the Fixed Rent as shall be equal to the corresponding Fixed Rent for the period (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereof, at an annual rent (the “Fixed Rent”) of: (1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) for the period commencing Rent Abatement Period”)commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth Rent Commencement Date, as such Rent Abatement Period may be extended pursuant to the provisions next following. Provided an Event of Default shall not have occurred and then be continuing, Tenant shall have the option, at Tenant’s election, to extend the Fixed Rent Abatement Period for an additional period of one hundred eighty (5th180) days, provided Tenant gives Landlord written notice of such election on or before the date which is the earlier to occur of (i) the thirtieth (30th) day prior to the first anniversary of the Commencement Date or (ii) the date that Tenant shall have applied for the disbursement of more than $3,750,000.00 from the Tenant Fund (said date is herein referred to as the “1st Rental PeriodRent Abatement Extension Deadline”); and . In the event Tenant fails to exercise such option on or before the Rent Abatement Extension Deadline, then the option set forth in this Section 1.5 shall be null and void and deleted from this Lease. In the event Tenant exercises such option on or before the Rent Abatement Extension Deadline, then (2i) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars the Rent Abatement Period shall be extended to the date which is one hundred eighty ($1,933,745.00; $161,145.42 per month180) for days following the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration originally scheduled Rent Commencement Date, which Tenant agrees (ii) any reference in this Lease to pay in lawful money of the United States which “Rent Commencement Date” shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term commencing on refer to the Rent Commencement Date, at as extended by the office option set forth herein, and (iii) notwithstanding the provisions of Landlord or such other place as Landlord may designateSection 3.2 hereof, without any set-off, offset, abatement or deduction whatsoever, except that the Tenant shall pay the first monthly installment Fund set forth in Section 3.2 of Fixed Rent on the execution hereof. At the request of Landlord, Fixed Rent this Lease shall be payable when due by wire transfer of funds automatically reduced from $5,137,911.00 to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen (14) days $3,750,000.00, effective as of the date hereofTenant exercises the option set forth in this Section 1.5 to extend the Rent Abatement Period. Section 1.6 (A) In addition to Tenant’s election to extend the Fixed Rent Abatement Period in accordance with Section 1.5 of this Lease, and shall deliver possession of the Premises on if the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect have occurred by March 15, 2006 for any reason other than (i) a delay in the occurrence of the Commencement Date or be deemed an evictionresulting from the performance by Landlord of any ACM Abatement Work (as said term is defined in Section 6.1 of this Lease), constructive or otherwisewhich may not exceed fifteen (15) days in the aggregate, (ii) a Tenant Delay (as said term is defined in Exhibit B to this Lease), or otherwise affect the validity (iii) one or more Unavoidable Delays (as said term is defined in Article 25 of this Lease or Lease) which may not exceed fifteen (15) days in the obligations of Tenant hereunder. Landlord aggregate, the Fixed Rent Abatement Period shall complete be extended for one (1) and one-half (1/2) additional days for each day after March 15, 2006 until the Landlord’s Work in a reasonably timely manner after day immediately preceding the date that the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterationsactually occurs. In the event Tenant demolishes the floor (exclusive of Fixed Rent Abatement Period is extended as aforesaid, any reference in this Lease to the slab) in the Premises, Tenant “Rent Commencement Date” shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If refer to the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar monthDate, on the Rent Commencement Date Tenant shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied as extended by the number provisions of calendar days in the period from the Rent Commencement Date this Section 1.6 (and, if and to the last day extent applicable, Section 1.5 of this Lease). Nothing contained in this Section 1.6(A) shall reduce the amount of the month in which the Rent Commencement Date shall occur, both dates inclusiveTenant Fund. Section 1.3 After the occurrence of the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under this Lease.

DEMISE, PREMISES, TERM, RENT. Section 1.1 SECTION 1.1. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence on as of the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] hereof (the “Commencement Date”"COMMENCEMENT DATE") and to end on the date (the "FIXED EXPIRATION DATE") that shall be the last day of the month in which the date immediately preceding the tenth fifth (10th5th) anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereofoccurs, at an annual rent (the “Fixed Rent”"FIXED RENT") of: (1) One Million Seven of Two Hundred FiftyFifteen Thousand Five Hundred Twenty-Seven Thousand Nine Hundred Fifty and 00/100 Three Dollars ($1,757,950.00; $146,495.83 per month215, 523) PER ANNUM for the period commencing on the Rent Commencement Date and ending on the day immediately preceding Fixed Expiration Date payable in equal monthly installments in advance in the fifth (5th) anniversary amount of the Commencement Date (the “1st Rental Period”); and (2) One Million Seventeen Thousand Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five Sixty and 00/100 25/100 Dollars ($1,933,745.00; $161,145.42 17,960.25) per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration Date, which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term commencing on the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever, except that Tenant shall pay the first full monthly installment of Fixed Rent on the execution hereof. At the request of Landlord, Fixed Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. SECTION 1.2. Landlord Tenant shall deliver pay to Tenant an ACP-5 certificate within fourteen (14) days Landlord, as additional rent, on account of the date hereof, and shall deliver possession of electricity consumed at the Premises the sum of One Thousand Six Hundred Thirty-Two and 75/100 Dollars ($1632.75) per month during the period commencing on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing ending on the Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If day immediately preceding the Rent Commencement Date Date. If such period shall occur commence or end on a date other than the first (1st) day of any a calendar month, such monthly amount on the Rent Commencement Date Tenant account of electricity shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to the last day of the month in which the Rent Commencement Date shall occur, both dates inclusivebe appropriately adjusted. Section 1.3 After the occurrence of the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under this Lease.

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant Tenant, and Tenant hereby hires from Landlord Landlord, the Premises Premises, for the Term to commence on the date Landlord shall deliver possession of the Premises to Tenant, which date shall be , 2004 [date to be 7 days from execution of this Lease] (the “Commencement Date”) Date and to end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereof, at an annual rent (the “"Fixed Rent”") ofas follows: (1a) One Million Seven Hundred FiftyEighteen Thousand Forty-Seven Thousand Nine Hundred Fifty Four and 00/100 Dollars ($1,757,950.00; 118,044.00) per annum ($146,495.83 9,837.00 per month) for the period commencing on the Rent Commencement Date and ending on the date (the "Rent Increase Date") which is the last day immediately preceding of the month which contains the day prior to the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”); andDate; (2b) One Million Nine Hundred Thirty-Three One Thousand Seven One Hundred Forty-Five Sixty and 00/100 Dollars ($1,933,745.00; 131,160.00) per annum ($161,145.42 10,930.00 per month) for the period commencing on the day next succeeding following the end of the 1st Rental Period Rent Increase Date and ending on the Fixed Expiration Date, ; which Tenant agrees to pay to Landlord, without notice or demand, in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of paymentStates, in equal monthly installments in advance, advance on the first (1st) day of each calendar month during the Term commencing on the Rent Commencement DateTerm, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever. Fixed Rent and Additional Rent shall be payable by check drawn upon a bank which is a member of the New York Clearinghouse Association, except that or on any other bank reasonably acceptable to Landlord either having an office in New York City or which is chartered as a national banking association, or by wire transfer of immediately available funds. Section 1.2 Notwithstanding anything to the contrary contained herein, upon execution and delivery of this Lease, Tenant shall pay to Landlord the first monthly sum of Nine Thousand Eight Hundred Thirty-Seven and 00/100 Dollars ($9,837.00) representing the installment of Fixed Rent on for the execution hereof. At the request of Landlord, Fixed Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen first (141st) days full calendar month of the date hereof, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the Landlord’s Work Term after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or to be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to any such demolition, Landlord shall have approved the demolition contractor and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve all fireproofing work, fire stop repairs and cable removal. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If the Rent Commencement Date shall occur on a date other than credited against the first (1st) day installment of any calendar month, on Fixed Rent becoming payable by Tenant under the Rent Commencement Date Tenant shall pay to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to the last day of the month in which the Rent Commencement Date shall occur, both dates inclusiveLease. Section 1.3 After Notwithstanding anything to the occurrence contrary set forth in Section 1.1, so long as Tenant is not in default beyond applicable grace or notice periods under any of the terms, covenants or conditions of the Lease on Tenant's part to be observed or performed, Tenant shall have no obligation to pay Fixed Rent on account of the period commencing on the Commencement Date and ending on the date which is one day prior to the date which is six (6) months following the Commencement Date, at the request of either party hereto, the parties hereto . Nothing contained herein shall promptly execute and deliver affect Tenant's obligation to each make any other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties payment under this LeaseLease during the aforementioned period.

DEMISE, PREMISES, TERM, RENT. Section 1.1 2.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence commence, subject to Article 23, on the date Landlord shall deliver possession applicable Commencement Date set forth in Paragraph 11 of the Premises Reference Page and to Tenantexpire on the Expiration Date (with respect to the entire Premises). Effective as of the Execution Date, which this Amended and Restated Agreement of Lease (this “Lease”) amends and restates the Original Lease in its entirety; provided that (i) the Parties’ obligations that, pursuant to the terms thereof expressly survive the expiration or earlier termination thereof, shall, with respect to the period until the date hereof, continue to survive, and (ii) with respect to the Original Premises, the Original Lease shall be remain in effect through and including December 31, 2004 [date to be 7 days from execution of this Lease] (2009. Section 2.2 Commencing upon the “applicable Commencement Date”) and , Tenant shall pay to end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (the “Fixed Expiration Date”) subject to the provisions of Article 39 hereofLandlord, at an annual rent (the “Fixed Rent”) of: (1) One Million Seven Hundred Fifty-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($1,757,950.00; $146,495.83 per month) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the “1st Rental Period”); and (2) One Million Nine Hundred Thirty-Three Thousand Seven Hundred Forty-Five and 00/100 Dollars ($1,933,745.00; $161,145.42 per month) for the period commencing on the day next succeeding the end of the 1st Rental Period and ending on the Fixed Expiration Date, which Tenant agrees to pay in lawful money of the United States of America, without notice or demand, either by (i) good and sufficient check drawn to Landlord’s order and delivered to Unit A, X.X. Xxx 00000, Xxx Xxxxxxx, XX 00000-0000, or (ii) wire transfer to the following account: Name of beneficiary: BMR-Landmark at Eastview LLC Account number: 153454489623 Bank Name: US Bank. Routing/Transit #: 000000000 Branch Name & Address: San Diego Main, 000 X. Xxxxxxxx #000, Xxx Xxxxx, XX 00000, Table of Contents or at such other place, or to Landlord’s agent and at such other place, as Landlord may designate from time to time, the following: (A) the Fixed Rent, at the annual fixed rental rate set forth in Schedule 1, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, payable in equal monthly installments of Fixed Rent in advance, advance on the first (1st) day of each and every calendar month during the Term; and (B) additional rent (“Additional Rent”) consisting of all other sums of money (including, without limitation, any Tenant’s Operating Payment and any Tenant’s Tax Payment) as shall become due from and be payable by Tenant hereunder (for default in the payment of which Landlord shall have the same remedies as for a default in the payment of Fixed Rent). Section 2.3 If the Commencement Date is other than the first day of a calendar month, or if the last day of the Term commencing is other than the last day of a calendar month, Fixed Rent for such month shall be prorated on a per diem basis. Section 2.4 Tenant shall have the right to enter into any portion of the 771 Premises not currently occupied by Tenant prior to the Commencement Date for such Premises for the sole purpose of performing any Landlord-approved Tenant improvements, such as installing data and communication equipment, trade fixtures or furniture. Section 2.5 Tenant shall pay the Fixed Rent and Additional Rent when due without abatement, deduction, counterclaim, set-off or defense for any reason whatsoever, except said abatement as may be occasioned by the occurrence of any event permitting an abatement of Fixed Rent and Tenant’s Tax Payment and Tenant’s Operating Payment, as specifically set forth in this Lease. Section 2.6 Tenant shall have the right to continue to occupy the Old 765 Premises, the Old 777 Premises (pursuant to the terms of this Amended and Restated Agreement of Lease) and the Aton Subleased Premises (pursuant to the Aton Sublease if the Aton Sublease is still in effect), provided that Tenant shall continue to pay (a) Rental for the Old 765 Premises and the Old 777 Premises in the amounts set forth in the Original Lease and (b) Rental for the Aton Subleased Premises in the amounts set forth in the Aton Sublease (if the Aton Sublease is still in effect), as applicable until the 777 Premises Commencement Date, at the office of Landlord or such other place as Landlord may designatewhich time, without any set-off, offset, abatement or deduction whatsoever, except that Tenant shall pay surrender the first monthly installment of Fixed Rent Old 765 Premises and the Old 777 Premises, and the Aton Subleased Premises if then occupied by Tenant, in the condition required under Article 22 and commence paying Rental on the execution hereof777 Premises at the rate set forth herein. At If the request Aton Sublease and Landlord’s lease with Aton have expired prior to the 777 Premises Commencement Date, then Tenant shall have the right to occupy the Aton Subleased Premises as part of the Premises under this Lease at the Rental rate set forth in the Original Lease. If the 777 Premises Commencement Date has not occurred by September 1, 2010, Tenant may at any time thereafter, upon notice to Landlord, Fixed Rent surrender to Landlord any portions of the Old 765 Premises and/or Old 777 Premises which are capable of being separately leased from the balance of the Old 765 Premises and/or Old 777 Premises, such surrender to be effective on the date specified in such notice from Tenant, provided the effective date shall not be payable when due by wire transfer earlier than thirty (30) days from the date of funds to an account designated from time to time by Landlordsuch notice. Landlord shall deliver to Tenant an ACP-5 certificate within fourteen (14) days of the date hereofbe responsible, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing the at Landlord’s Work after the Commencement Date, and Tenant agrees that the performance of any Landlord’s Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete the Landlord’s Work in a reasonably timely manner after the Commencement Date (but in any event within sixty (60) days thereof), taking into account good construction scheduling practices and the nature of Landlord’s Work in the scheme of the overall construction of the Initial Alterations. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant’s performance of the Initial Alterations (as such term is hereinafter defined) and Landlord’s performance of Landlord’s Work, as the case may be. After the Commencement Date, Tenant shall be permitted to demolish the improvements in the Premises (including the floor, but not the slab) at Tenant’s sole cost and expense. Prior to , as soon as practicable after Tenant’s notice of such surrender, for separating any such demolitionspace so surrendered (including the installation of demising walls, Landlord shall have approved doors and locks) from the demolition contractor balance of the Old 765 Premises and the demolition plans and specifications. Landlord hereby approves Structure Tone, Inc. as the demolition contractor. During such demolition, Landlord shall have the right to supervise and approve Old 777 Premises in compliance with all fireproofing work, fire stop repairs and cable removalapplicable Requirements. Tenant acknowledges that should Tenant decide to demolish the ADA compliant bathroom referenced in Section 3.8 hereof, Tenant may install an ADA compliant bathroom utilizing, in part, the janitor’s closet as opposed to the HVAC equipment room, as a part of Tenant’s Initial Alterations. In the event Tenant demolishes the floor (exclusive shall surrender all of the slab) in the Premises, Tenant shall file a new ACP-5 certificate within ten (10) days of completion of such demolition at Tenant’s sole cost and expense. Section 1.2 If the Rent Commencement Date shall occur on a date other than the first (1st) day of any calendar month, on the Rent Commencement Date Tenant shall pay Old 777 Premises to Landlord a sum equal to Four Thousand Eight Hundred Sixteen and 00/100 Dollars ($4,816.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to the last day before surrendering any portion of the month in which the Rent Commencement Date shall occur, both dates inclusiveOld 765 Premises. Section 1.3 After the occurrence of the Commencement Date, at the request of either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided, however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or the Fixed Expiration Date or the rights and obligations of the parties under this Lease.