Common use of FAILURE TO GIVE POSSESSION Clause in Contracts

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Promises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlord, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The Premises shall be deemed to be ready for Tenant’s occupancy in the event Landlord’s Work is Substantially Complete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Promises on Premises by the Projected Commencement Date (i) by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this LeaseComplete, (iiiii) by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iviii) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlordcircumstances, and no such failure to give possession on by the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The Lease shall be amended so that However, notwithstanding the Term shall foregoing, except to the extent caused by any Tenant Delay, if the Commencement Date (i) does not occur by December 1, 2019, then the Rent Abatement Period will be extended by one (1) day for each one (1) day after December 1, 2019 until the period earlier of time possession is delayedthe Commencement Date or December 31, 2019; and (ii) does not occur by January 1, 2020, then the Rent Abatement Period will be extended by two (2) days for each one (1) day of delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event Landlord’s the Landlord Work is Substantially CompleteComplete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default Default on the part of Tenant and/or its subtenant or subtenants then the Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete on the date on which the Landlord Work would have been Substantially Complete had the Tenant Delay and/or Default not occurred and the Commencement Date will be adjusted accordingly. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, decision of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Promises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancyDemised Premises, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupantsportion thereof, or (iv) for any other reason outside additional space to be included within the reasonable control of Landlord, then Landlord Demised Premises shall not be subject to any liability available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity commencement of term of this Lease or for the obligations inclusion of the Tenant hereunder. The such space for any reason whatsoever, then this Lease shall not be amended so that the Term shall be extended by the period of time possession is delayed. The Premises affected thereby but, in such case, said specific date shall be deemed to be ready postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant’s , and Tenant shall not be entitled to possession of those affected portions of the Demised Premises or such additional space until the same are available for occupancy by Tenant; provided, however, unless specifically set forth in this Lease to the contrary, that Tenant shall have no claim against Landlord, and Landlord shall have no liability to Tenant by reason of any such postponement of said specific date, and the parties hereto further agree that any failure to have the Demised Premises or such additional space available for occupancy by Tenant on said specific date or on the Commencement Date shall in no way affect the obligations of Tenant hereunder nor shall the same be construed in anyway to extend the term of this Lease and furthermore, this Section 22.01 shall be deemed to be an express provision to the contrary of Section 223-a of the Real Property Law of the State of New York and any other law of like import now or hereafter in force. Notwithstanding anything herein to the contrary, provided (i)Tenant approves the Plan for the Original Premises by no later than June 20, 2005 in accordance with Article A(2) and (ii) there are no Tenant Delays, as hereinbefore defined, in the event Landlord is unable to substantially complete Landlord’s 's Work in the Original Premises by October 15, 2005, Tenant shall receive a rent abatement equal to one (1) day of Fixed Annual Rent for each day subsequent to October 15, 2005 in which Landlord's Work is Substantially Complete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of Tenantnot substantially completed. In the event of any dispute as to whether the Landlord Landlord's Work is Substantially Completenot substantially completed by November 1, 2005 the decision, of Landlord’s architect rent abatement shall be final and binding on the parties. Notwithstanding anything contained increased from one (1) day of Fixed Annual Rent for each day of delay to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety two (902) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) Fixed Annual Rent for each day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effectdelay.

FAILURE TO GIVE POSSESSION. 24. If Landlord shall be Owner is unable to give possession of the Promises demised premises on the Projected Commencement Date by reason date of the following: (i) commencement of the Building has not been sufficiently completed to make the Premises ready for occupancyterm hereof, (ii) the Landlord Work is not Substantially Complete and not as a result because of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants undertenant or occupantsoccupants or if Owner has not completed any work required to be performed by Owner, or (iv) for any other reason outside the reasonable control of Landlord, then Landlord reason. Owner shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved date and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of the lease shall not be impaired under such circumstances nor shall the same be construed in any wise to extend the term of this Lease lease but the rent payable hereunder shall be abated (provided Tenant is not responsible for Owner's inability to obtain possession or complete any work required) until after Owner shall have given Tenant notice that the obligations premises are substantially ready for Tenant's occupancy. If permission is given to Tenant to enter into the possession of the demised premises or to occupy premises other than the demised premises prior to the date specified as the commencement of the term of this lease. Tenant hereunder. The Lease shall be amended so covenants and agrees that the Term shall be extended by the period of time possession is delayed. The Premises such occupancy shall be deemed to be ready for Tenant’s occupancy in under all the event Landlord’s Work is Substantially Completeterms, or if covenants, conditions and provisions of this lease, except as to the delay in covenant to pay rent. The provisions of this article are intended to constitute "an express provision to the availability contrary" within the meaning of Section 223-a of the Premises for occupancy shall be due New York Real Property Law. If Landlord does not deliver the demised premises vacant and in substantially completed condition pursuant to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises 's Workletter herein on or before the date March 1, 2000, then and in that is ninety (90) days after the Projected Commencement Date, event Tenant may elect to terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) forwarded no later than five March 30, 2000. Anything to the contrary notwithstanding, Landlord need not complete replacement of windows (5Workletter No. 2) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with before ten (10) days following Tenant’s Intention months from date hereof and failure to Terminate Notice)perform said window installation shall not give Tenant a right to cancel this Lease as aforesaid. In However, Landlord shall utilize its best efforts to have the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day periodwindows replaced on/or before June 15, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.2000. NO WAIVER:

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this LeaseComplete, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The At the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The said Premises shall be deemed to be ready for Tenant’s occupancy in the event Landlord’s Work is Substantially Complete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, decision of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. Landlord shall use commercially reasonable efforts to cause the Current Premises Tenant to surrender the Premises by no later than the PH Lease Termination Effective Date. If Landlord shall be unable to give possession of the Promises on Premises by the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupantsby the Current Premises Tenant, or (ivii) for any other reason outside the beyond Landlord’s reasonable control of Landlordcontrol, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved date and, except as otherwise set forth in Section 2.2(a) above and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlordthis Section 2.3, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The Lease shall be amended so that Notwithstanding the Term shall be extended by the period of time possession is delayed. The Premises shall be deemed to be ready for Tenant’s occupancy in the event Landlord’s Work is Substantially Completeforegoing, or if the delay in the availability Current Premises Tenant fails to surrender possession of the Premises by the PH Lease Termination Effective Date, Landlord, at its sole cost, shall use commercially reasonable efforts (including commencing eviction proceedings) to obtain possession of the Premises as soon as possible. In addition, notwithstanding anything to the contrary in Section 2.2 or this Section 2.3, if for occupancy any reason the Commencement Date has not occurred on or before June 15, 2008, Tenant shall be due have the right to any Tenant Delay and/or default on the part of Tenantterminate this Lease for a period not exceed fifteen (15) days after June 15, 2008, by delivering ten (10) days’ written notice to Landlord. In the event of this Lease so terminates, any dispute as monies or deposits previously paid or delivered by Tenant to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final promptly returned to Tenant, and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on neither party shall have any further obligations or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effectliabilities hereunder.

FAILURE TO GIVE POSSESSION. 3.01 Except as otherwise expressly provided in Sections 3.02 and 3.03 hereof, If for any reason Landlord shall fail or be unable to give deliver to Tenant possession of the Promises Premises or any other portion of the Building that is to be added to, or included with, the premises demised under this Sublease, on any date specified in this Sublease for the Projected Commencement Date commencement of the term of this Sublease for the Premises or such other portion(s) of the Building or for such delivery of possession of the Premises or of such other portion(s) of the Building (including by reason of a holdover in the following: (i) Premises or such other portions of the Building has not been sufficiently completed by the tenant or any other occupant thereof, other than a tenant or other occupant that is Landlord or an Affiliate of Landlord), Tenant shall have no right to make rescind this Sublease or any amendment or modification of this Sublease and shall have no claim against Landlord, and Landlord shall have no liability to Tenant or to any other Tenant Party by reason thereof of such failure or inability, and the parties hereto further agree that any such failure or inability shall in no way affect the obligations of Tenant hereunder (except that the date specified in this Sublease for the commencement of the term of this Sublease for the Premises ready or such other portion(s) of the Building or for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention such delivery of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlord, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no or of such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations other portion(s) of the Tenant hereunder. The Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The Premises Building shall be deemed to be ready for Tenant’s occupancy in postponed until the event Landlord’s Work is Substantially Complete, date that the Premises or if the delay in the availability of such other portion(s) of the Premises Building, as the case may be, shall be available for occupancy by Tenant or any Tenant Party, nor shall the same be construed in any way to extend the term of this Sublease, nor shall Tenant be entitled to any damages therefor. This Section 3.01 shall be due to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained an express provision to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be for purposes of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination Section 223-a of the Lease shall be null New York Real Property Law and void and the Lease shall continue to be any other law of like import now or hereafter in full force and effect.

FAILURE TO GIVE POSSESSION. 24. If Landlord shall be Owner is unable to give possession of the Promises demised premises on the Projected Anticipated Commencement Date by reason (as defined in Article 46) because of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding holding-over or retention of possession of any tenant, tenants undertenant or occupants, or (iv) if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the demised premises ready for occupancy, or for any other reason outside the reasonable control of Landlordreason, then Landlord Owner shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved date and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any way to extend the term of this lease, provided, however, in such a case, Tenant shall not be obligated to pay Fixed Rent or Additional Rent under this Lease or the obligations of the Tenant hereunder. The Lease shall be amended so that the Term shall be extended by the period of time until possession is delayed. The Premises shall be deemed to be ready for Tenant’s occupancy in the event Landlord’s Work is Substantially Complete, or if the delay in the availability of the Premises for occupancy shall be is tendered to Tenant in the manner required under the terms of this Lease. Notwithstanding the foregoing, if the Commencement Date (as said term is defined in Paragraph 40 in the Rider to this Lease) does not occur by the Anticipated Commencement Date (as such term is defined in Paragraph 46(E) of the Rider to this Lease), and such non-occurrence of the Commencement Date is not attributable to any cause(s) beyond Landlord’s reasonable control and/or due to any Tenant Delay and/or default (as defined in Article 46 of this lease), Tenant shall be entitled to receive a per diem rent credit of the Fixed Annual Rent first due under this Lease commencing on the part first (1st) day following the Anticipated Commencement Date and continuing until the date that the Commencement Date actually occurs, which credit shall be in addition to the rent abatement provided to Tenant pursuant to Section 52.D of this Lease. Further, if the Commencement Date does not occur on or before the tenth (10th) full calendar week after the Anticipated Commencement Date, and such non-occurrence is not attributable to any cause(s) beyond Landlord’s reasonable control and/or due to any Tenant Delay (the “Outside Date”), then Tenant may cancel and terminate this lease upon thirty (30) days’ notice to owner given at any time on or after such Outside Date but prior to the date on which the Commencement Date occurs, provided, however, if Owner causes the Commencement Date to occur within such 30-day period, Tenant’s notice of termination shall be deemed null and void and this Lease shall continue in full force and effect. In the event If this lease is terminated by Tenant pursuant to this Article 24, Owner shall promptly return any Rent paid by Tenant to Owner on account of this Lease and any security deposit or letter of credit delivered to Owner under this Lease, whereupon neither Owner nor Tenant shall have any further obligations of any dispute kind whatsoever to the other under this Lease, except as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained otherwise expressly provided to the contrary in this Lease. If permission is given to Tenant to enter into possession of the demises premises, if Landlord has not delivered or to occupy premises other than the Premises on or before demised premises, prior to the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate covenants and agrees that such possession and/or occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease lease, except the obligation to pay the Fixed Annual Rent set forth in the preamble to this lease. The provisions of this article are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law. No Waiver: 25. The failure of Owner or Tenant, as applicable, to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this lease or in the case of Owner, of any of the Rules or Regulations, set forth or hereafter adopted by Owner, shall not prevent a subsequent act which would have originally constituted a violation from having all the force and Landlord effect of an original violation. The receipt by Owner, or the payment by Tenant, of rent and/or additional rent with knowledge of the breach of any covenant of this lease shall return not be deemed a waiver of such breach, and no provision of this lease shall be deemed to Tenant all sums delivered to Landlord have been waived by Owner or Tenant, as applicable, unless such waiver be in writing signed by Owner or Tenant, as applicable. No payment by Tenant in connection with this Lease and this Lease or receipt by Owner of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner's right to recover the balance of such rent or pursue any other remedy in this lease provided. No act or thing done by Owner or Owner's agents during the term hereby demised shall be deemed an acceptance of a surrender of the demised premises, and no further force and effectagreement to accept such surrender shall be valid unless in writing signed by Owner. Such termination by Tenant No employee of Owner or Owner's agent shall require formal written notice have any power to Landlord (“Tenant’s Intention accept the keys of said premises prior to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void lease, and the Lease delivery of keys to any such agent or employee shall continue to be in full force and effectnot operate as a termination of the lease or a surrender of the demised premises.

FAILURE TO GIVE POSSESSION. If 45.01 (a) Notwithstanding anything to the contrary contained in this Lease, Tenant acknowledges that it has been advised by Landlord shall be unable to give possession that certain portions of the Promises demised premises initially demised to Tenant hereunder which are designated "Occupied" on the Projected Commencement Date Exhibit A-1 annexed hereto (such space is hereinafter called "Occupied Space") are currently under lease and/or occupied by reason tenants. For purposes of the following: this Lease, (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlord, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The Premises Occupied Space shall be deemed to be ready for comprised of 7,171 rentable square feet and (ii) Tenant’s occupancy in 's Proportionate Share allocable to the event Occupied Space shall be deemed to be one and eighteen hundredths percent (1.18%). Tenant agrees that the term of this Lease shall commence on the date hereof notwithstanding Landlord’s Work is Substantially Complete, or if 's inability to deliver to Tenant on the delay in the availability Commencement Date vacant possession of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of TenantOccupied Premises. In the event of any dispute Except as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary otherwise expressly set forth in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement DateTenant shall have no claim against Landlord, Tenant may terminate this Lease and Landlord shall return have no liability to Tenant all sums delivered by reason of the delivery of possession of the Occupied Space to Landlord Tenant after the Commencement Date. The parties hereto further agree that the failure to have the Occupied Space available for occupancy by Tenant on the Commencement Date shall in connection with no way affect the obligations of Tenant hereunder except as hereinafter expressly set forth, nor shall the same be construed in any way to extend the term of this Lease Lease. Landlord agrees to use reasonable efforts to obtain possession of the Occupied Space, including, without limitation, where applicable, the institution and this Lease diligent prosecution of holdover proceedings, in the event of a holdover. This Section 45.01 shall be deemed to be an express provision to the contrary of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination Section 223-a of the Lease shall be null Real Property Law of the State of New York and void and the Lease shall continue to be any other law of like import now or hereafter in full force and effectforce.

FAILURE TO GIVE POSSESSION. Landlord shall deliver vacant and exclusive possession of the Tenth Floor Space to Tenant on the Commencement Date. Landlord hereby represents that the Tenth Floor Space is occupied by a tenant pursuant to a lease expiring February 28, 2001. Except as hereinafter provided, Tenant waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or any successor statute of similar nature and purpose then in force and further waives the right to recover any damages which may result from Landlord's failure for any reason to deliver vacant and exclusive possession of the Seventh Floor Space to Tenant on the Seventh Floor Space Commencement Date. If Landlord shall be unable to give vacant and exclusive possession of the Promises Seventh Floor Space on the Projected Seventh Floor Space Commencement Date by reason of the following: Date, and provided Tenant is not responsible for such inability to give possession, then (i) Landlord, at Landlord's sole cost and expense, shall use its diligent efforts to deliver to Tenant possession of the Building has not been sufficiently completed to make Seventh Floor Space as promptly as reasonably practicable (it being understood that Landlord, if necessary, shall promptly institute and diligently and in good faith prosecute, at Landlord's sole cost and expense, holdover and any other appropriate proceedings against the Premises ready for occupancyoccupant of the Seventh Floor Space), (ii) the Seventh Floor Space Commencement Date shall be deemed to be adjourned until the date when Landlord Work is not Substantially Complete delivers vacant and not as a result exclusive possession of any default by Landlord under this Leasethe Seventh Floor Space to Tenant, and (iii) the holding over or retention Seventh Floor Space Rent Commencement Date shall be deemed to be the date that is the earlier to occur of possession of any tenant, tenants or occupants, or (ivI) for any other reason outside the reasonable control of Landlord, then Landlord shall not be subject to any liability date that Tenant initially occupies the Seventh Floor Space for the failure to give possession on said date. Under such circumstances conduct of business (but not solely for the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlordconduct of Tenant's Initial Alterations therein), and no (II) the date that occurs One Hundred Fifty-Two (152) days after the adjourned Seventh Floor Space Commencement Date pursuant to clause (ii) above. No such failure to give possession on the Projected Seventh Floor Commencement Date shall in any wise affect the validity of this Lease or the obligations of Tenant hereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall the Tenant hereundersame be construed in any wise to extend the Term. The provisions of this Article are intended to constitute an "express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law. If Landlord fails to deliver to Tenant vacant and exclusive possession of the Seventh Floor Space on or prior to November 1, 2001 (the "Termination Date"), then Tenant shall have the right to terminate this Lease with respect to the Seventh Floor Space only by giving notice thereof to Landlord on or prior to the twentieth (20th) day after the Termination Date, except that Tenant shall be amended so that not have such right to terminate this Lease with respect to the Term Seventh Floor Space if Landlord delivers such vacant and exclusive possession to Tenant prior to the date when Tenant delivers such notice to Landlord. If Tenant exercises Tenant's aforesaid right to terminate this Lease for the Seventh Floor Space, then the Seventh Floor Space shall be extended by the period of time possession is delayed. The Premises shall be deemed to be ready for Tenant’s occupancy in the event Landlord’s Work is Substantially Complete, or if the delay in the availability not constitute part of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Completepurposes hereof, and accordingly, the decisionFixed Rent shall not be deemed to include the Fixed Rent for the Seventh Floor Space, Tenant's Share shall not include the Seventh Floor Space Tenant's Share, and the Space Factor shall not include the Seventh Floor Space Factor. Tenant's aforesaid termination of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord for the Seventh Floor Space shall return to Tenant all sums delivered to Landlord by Tenant in connection with not affect or impair the validity of this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following for the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effectTenth Floor Space.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give -------------------------- possession of the Promises demised premises on the Projected Commencement Date date of the commencement of the term f by reason of any of the following: (i) the Building Landlord has not been sufficiently completed to make its of the Premises ready for occupancydemised premises, (ii) the Landlord Work is not Substantially Complete and not as a result unable to give possession of any default the demised premises by Landlord under this Lease, (iii) reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iviii) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. SEE RIDER SECTION 38. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises demised premises are made available to Tenant for occupancy by LandlordTenant, and no such failure to give possession on the Projected Commencement Date date of commencement of the term hereof shall affect the validity of this Lease or the obligations of the Tenant hereunder, nor shall the same be construed to extend the term of this Lease. The Lease If the demised premises are ready for occupancy prior to the date of the commencement of the term hereof and Tenant occupies the premises prior to said date, Tenant, shall be amended so that the Term shall be extended by pay rental including amounts stated in Section 5 for the period of time possession is delayedoccupancy prior to the date of the commencement of the term hereof at the proportionate rental to the rent reserved herein. The Premises said demised premises shall not be deemed to be ready unready for Tenant’s 's occupancy or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the event Landlord’s Work is Substantially Completedemised premises or any part thereof, or if special work, changes, alterations or additions required or made by Tenant in the layout or finish of the demised premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in the availability of the Premises for occupancy submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be due to any Tenant Delay caused in whole or in part by delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. In the event of any dispute as to whether the Landlord Work is Substantially Completepremises are ready for Tenant's occupancy, the decision, decision of Landlord’s 's architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this LeaseComplete, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent Rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The At the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The said Premises shall be deemed to be ready for Tenant’s occupancy and Substantially Complete in the event Landlord’s Work is Substantially CompleteComplete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, decision of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. If the Building is not in the course of construction, and Landlord shall be is unable to give possession of the Promises Premises on the Projected Term Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupantstenants, or (iv) occupants or for any other reason outside reason, or if repairs, improvements or decoration of the reasonable control Premises or of Landlordthe Building are not completed, then such inability by Landlord shall not be subject to any liability for constitute a default under this Lease but the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Term Commencement Date shall affect be postponed until such date as such holdover tenant or occupant shall give up possession of the validity Premises and the term of this Lease or shall be deemed to commence on such Term Commencement Date as postponed (and the obligations termination date of the Tenant hereunder. The term of the Lease shall be amended so that the Term shall be extended by the same period of time possession as the Term Commencement Date is delayedpostponed). The Premises shall be deemed to be ready for Tenant’s occupancy Anything contained in the event foregoing to the contrary notwithstanding, if Landlord’s 's Work is not Substantially Complete, or if the delay in the availability Completed and possession of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease the expiration of one hundred and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord twenty (“Tenant’s Intention to Terminate Notice”) no later than five (5120) days following the ninetieth later to occur of (90thi) the Lease Date, and (ii) Landlord's receipt of Tenant's proposed floor plan for the Premises; and any delay in Substantial Completion shall not be due to Force Majeure (not to exceed an aggregate of fifteen (15) business days), nor to any act or omission of Tenant, Tenant's contractors, agents or employees (collectively, "Tenant Delay"), then, in such case, Tenant shall receive one (1) day following of free Minimum Rent for each day expiring between the Projected Commencement Date that expiration said one hundred and twenty (120) day period (as may have been extended due to Force Majeure or Tenant intends to terminate Delay) and the Lease unless the Premises date on which Tenant receives "Landlord's Notice of Substantial Completion" (defined in Section 2.02(b)). If Landlord's Work is not Substantially Complete Completed by the expiration of one hundred and possession thereof delivered to Tenant with ten eighty (10180) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease Date, then, until Tenant shall be null and void and receive Landlord's Notice of Substantial Completion in accordance with the Lease provisions of Section 2.02, Tenant shall continue have the option to be in full force and effectterminate upon written notice to Landlord.

FAILURE TO GIVE POSSESSION. Tenant waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or any successor statute of similar import then in force and further waives the right to recover any damages which may result from Landlord's failure to deliver possession of the Premises on the date set forth in Article 1 hereof for the commencement of the Term for any reason whatsoever, including, but not limited to, the failure of the present tenant of the Premises to vacate and surrender the Premises to Landlord. If Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancysuch date, (ii) the Landlord Work and provided Tenant is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) responsible for any other reason outside the reasonable control of Landlord, then Landlord shall not be subject to any liability for the failure such inability to give possession on said date. Under such circumstances possession, the rent Rent reserved and covenanted to be paid herein shall not commence until the possession of the Premises is given or the Premises are made available to Tenant for occupancy by LandlordTenant, and no such failure to give possession on the Projected Commencement Date such date shall in any way affect the validity of this Lease or the obligations of Tenant hereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall same be construed in anyway to extend the Term. If permission is given to Tenant hereunder. The Lease shall be amended so to enter into the possession of the Premises or to occupy premises other than the Premises prior to the Commencement Date, Tenant covenants and agrees that the Term shall be extended by the period of time possession is delayed. The Premises such occupancy shall be deemed to be ready for Tenant’s occupancy in under all the event Landlord’s Work is Substantially Completeterms, or covenants, conditions and provisions of this Lease, including the covenant to pay Rent. Notwithstanding anything to the contrary hereinabove set forth, if the delay in the availability Landlord shall fail to deliver possession of the Premises to Tenant with the Pre-Commencement Work substantially completed (other than as a result of Tenant's Delay, as hereinafter defined) on or before July 15, 1999, then in no event and under no circumstances shall Landlord be liable for occupancy any of Tenant's costs or expenses; it being agreed that unless such failure is a result of Tenant's Delay or a force majeure event, the Rent first coming due and payable hereunder shall be due abated as follows (a) for every day occurring between July 15th and July 31, 1999 (or such earlier date on which Landlord delivers possession of the Premises to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete), the decision, of Landlord’s architect Rent first coming due and payable shall be final partially abated by fifty (50%) percent on a day-for-day basis; (b) for each day occurring between August 1st and binding August 31, 1999 (or such earlier date on which possession of the partiesPremises shall be delivered to Tenant), the Rent first coming due and payable shall be abated on a day-for-day basis; and (c) for each day beyond September 1, 1999 that Landlord fails to deliver possession of the Premises to Tenant, the Rent first coming due and payable shall be abated by two (2) days for each day that Landlord fails to deliver possession beyond September 1, 1999. Notwithstanding anything contained to the contrary in this LeaseBy means of illustration only, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Datefails to deliver possession until October 1, 1999, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant receive a rent abatement in connection with this Lease and this Lease shall be the aggregate amount of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.Two

FAILURE TO GIVE POSSESSION. If Landlord shall be unable Tenant waives any right to give rescind this Lease under Section 223-a of the New York Real Property law or any successor statute of similar nature and purpose then in force and further waives the right to recover any damages which may result from Landlord's failure for any reason to deliver possession of the Promises Premises on the Projected date set forth in Section 1.1 hereof for the commencement of the Term. If the Commencement Date shall not occur on or prior to August 17, 2000, and provided that Tenant is not responsible for such non-occurrence, except as hereinafter provided, the Rent Commencement Date and the Fixed Expiration Date shall each be postponed by reason one day for each day subsequent to August 17, 2000 that Landlord fails to deliver possession of the following: (i) the Building has not been sufficiently completed Premises to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlord, then Landlord shall not be subject to any liability for the failure to give possession on said dateTenant. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no No such failure to give possession on the Projected date set forth in Section 1.1 hereof for the commencement of the Term or on the Commencement Date shall in any way affect the validity of this Lease or the obligations of the Tenant hereunder. The Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The Premises shall be deemed to be ready for Tenant’s occupancy in the event Landlord’s Work is Substantially Complete, hereunder or if the delay in the availability of the Premises for occupancy shall be due give rise to any claim for damages by Tenant Delay and/or default on the part or claim for rescission of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, nor shall the same be construed in any way to extend the Term except as provided in this Article 22; provided however, that if Landlord has the Commencement Date shall not delivered the Premises have occurred on or before the date that is ninety (90) days after the Projected Commencement Dateprior to September 1, 2000, Tenant may elect to terminate this Lease and Landlord shall return to Tenant all sums delivered by notice to Landlord given by September 5, 2000. If Tenant in connection with shall terminate this Lease and in a timely fashion as aforesaid, this Lease shall be of no further force terminate on the date Landlord shall receive such notice and effect. Such termination by neither Landlord nor Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date have any further rights or obligations hereunder except those that expressly survive such termination. If Tenant intends to shall not terminate the this Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day periodin a timely fashion as aforesaid, then Tenant’s termination of the Lease shall be null and void and the this Lease shall continue to be in full force and effecteffect in accordance with its terms.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date date of the commencement of the term hereof by reason of any of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, labor disputes and/or material shortages (ii) the Landlord Work is not Substantially Complete and not as a result Force Majeure or Acts of any default by Landlord under this Lease, God (iii) the holding hold over or retention of possession of any tenant, tenants tenants, or occupants, ; or (iv) for any other reason outside the reason, beyond Landlord's reasonable control of Landlordcontrol, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant for occupancy by LandlordTenant, and no such failure to give possession on the Projected Commencement Date date of commencement of the term hereof shall affect the validity of this Lease or the obligations obligation of the Tenant hereunder. The At the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term term shall be extended by the period of time possession is delayed. If the Premises are ready for occupancy prior to the date of the commencement of the term hereof and Tenant occupies the Premises prior to said date, Tenant shall pay rental for the period of occupancy prior to the date of the commencement of the term hereof at a rate proportional to the rent reserved herein. The Premises shall not be deemed to be ready unready for Tenant’s 's occupancy or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustment remain to be done in the event Landlord’s Work is Substantially CompletePremises or any part thereof, or if the delay in the availability of the Premises for occupancy shall be due to special work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant Delay through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. Tenant shall be allowed to install a telephone system and computer network lines two weeks prior to the commencement of this Lease. In the event of any dispute as to whether the Landlord Work is Substantially CompletePremises are ready for Tenant's occupancy, the decision, decision of Landlord’s 's architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of the following: (i) despite Landlord’s commercially reasonable efforts in pursuing the Building has not been sufficiently completed to make the Premises ready for occupancysame, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupantsComplete, or (ivii) for any other reason outside the beyond Landlord’s reasonable control of Landlordcontrol, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by LandlordLandlord in the condition required under this Lease, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The Premises shall be deemed to be ready for Tenant’s occupancy in the event Landlord’s Work is Substantially Complete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, such dispute will be subject to resolution pursuant to the decision, arbitration provision of Landlord’s architect shall be final and binding on Section 6 of the partiesWorkletter. Notwithstanding anything contained to the contrary in this Leaseforegoing, if Landlord the Commencement Date (as determined pursuant to Section 2.4) has not delivered the Premises occurred on or before the date that is ninety thirty (9030) days after the Projected Commencement DateDate (as such Projected Commencement Date is determined following the resolution of the assumptions specified in the Project Schedule set forth as Schedule 2 to Exhibit C hereto, Tenant may terminate this Lease as described in Section 1.1(6) above, and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease as such Projected Commencement Date shall be extended on a day-for-day basis for each day that the Commencement Date is delayed as a consequence of no further force any events of Force Majeure ), Tenant, except as otherwise set forth in the next succeeding paragraph, as its sole remedy for such late delivery of the Premises (so long as Landlord has continued to use commercially reasonable efforts to pursue completion of the Tenant Improvements in the Premises), shall receive one (1) day of abatement of Monthly Base Rent for each day between such thirtieth (30th) day after such Projected Commencement Date (subject to the extension specified above) and effectthe actual Commencement Date of this Lease, such Monthly Base Rent abatement to be applied to the first month(s) of Monthly Base Rent payable under this Lease, as specified in Section 1.1(8) above. Such termination by Tenant shall require formal written notice Notwithstanding the foregoing, if the Commencement Date (as determined pursuant to Landlord Section 2.4) has not occurred on or before the date that is one hundred eighty (“Tenant’s Intention to Terminate Notice”) no later than five (5180) days following the ninetieth (90th) day following after the Projected Commencement Date (as such Projected Commencement Date is determined following the resolution of the assumptions specified in the Project Schedule set forth as Schedule 2 to Exhibit C hereto, as described in Section 1.1(6) above, and as such Projected Commencement Date shall be extended on a day-for-day basis for each day that the Commencement Date is delayed as a consequence of any events of Force Majeure ), then, in addition to the remedy set forth in the immediately preceding paragraph, Tenant intends shall have the right to terminate the this Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with at any time thereafter upon ten (10) days following Tenantdays’ notice to Landlord, in which case this Lease shall terminate as of the tenth (10th) after Landlord’s Intention receipt of such notice from Tenant (including, if applicable, this Lease as it pertains to Terminate Notice). In any Expansion Premises) unless the Commencement Date has occurred on or before such tenth (10th) day after Landlord’s receipt thereof; and in the event this Lease so terminates, any monies or deposits previously paid or delivered by Tenant to Landlord shall be promptly returned to Tenant, and neither party shall have any further obligations or liabilities hereunder. Further, in the Premises event this Lease is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day periodso terminated, then Tenant’s any ROFR Space Lease entered into pursuant to Section 2.11, if any, and any lease of Available Premises entered into pursuant to Section 2.12, if any, shall also terminate as of the effective date of the termination of the Lease shall be null and void and the Lease shall continue to be in full force and effectthis Lease.

FAILURE TO GIVE POSSESSION. If Landlord shall be is unable to give possession of the Promises Demised Premises on the Projected Commencement Date by reason date of the following: (i) commencement of the Building has not been sufficiently completed to make term hereof, because of the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding holding-over or retention of possession of any tenant, tenants undertenant or occupants, or (iv) if Landlord has not completed any work required to be performed by Landlord, or for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability liability, except as provided below, for the failure to give possession on said date. Under such circumstances the rent reserved date and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any manner to extend the term of this Lease or lease, but the obligations rent payable hereunder shall be abated until after Landlord shall have given Tenant notice that the Demised Premises are substantially ready for Tenant's occupancy. If permission is given to Tenant to enter into the possession of the Demised Premises or to occupy any space in the Building other than the Demised Premises prior to the date specified as the commencement of the term of this lease, Tenant hereunder. The Lease shall be amended so covenants and agrees that the Term shall be extended by the period of time possession is delayed. The Premises such occupancy shall be deemed to be ready for Tenant’s occupancy under all the terms, covenants, conditions and provisions of this lease, except as to the covenant to pay rent. The provisions of this Article are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real ------------- Property Law. ------------ Notwithstanding the foregoing provisions of this Lease, in the event that Landlord fails to deliver possession of the Demised Premises with Landlord’s 's Work substantially complete on or prior to the date which is forty five (45) days from the date of lease execution, Tenant shall be entitled to an additional day for day abatement of fixed rent for each day past forty five (45) days that Landlord's Work is Substantially Complete, or if not substantially complete. Tenant may have access to the delay in the availability Demised Premises during performance of the Premises for occupancy Landlord's Work and each party and their contractors shall be due to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute cooperate with each other so as to whether the Landlord minimize interference with Landlord's Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the partiesTenant's Work respectively. Notwithstanding anything contained to the contrary in foregoing provisions of this Lease, if in the event that Landlord has not delivered fails to deliver possession of the Demised Premises with Landlord's Work substantially complete (as defined below) on or before prior to the date that which is ninety six (906) days after months from the Projected Commencement Datedate of execution of this Lease, Tenant may shall have the right to terminate this Lease and within the following ten (10) business days by giving notice thereof to Landlord. Upon receipt of such notice by Landlord, all liability between the parties hereto shall be extinguished, except that Landlord shall return to Tenant all sums delivered any monies deposited with Landlord pursuant to Landlord by Tenant in connection with this Lease and this Lease Lease. The foregoing right of termination shall be of no further force and effect. Such termination by Tenant shall require formal written notice Tenant's exclusive remedy with respect to Landlord (“Tenant’s Intention the failure to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effectdeliver possession.

FAILURE TO GIVE POSSESSION. If Landlord shall be Subject to the provisions hereinafter set forth, in the event that Sublessor is unable to give possession of the Promises Subleased Premises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlordreason, then Landlord Sublessor shall not be subject to any liability for the failure to give possession on said date. Under such circumstances , and the rent reserved and covenanted to be paid herein validity and, except as hereinafter provided, enforceability of the Sublease shall not commence be impaired under the circumstances, nor shall the same be construed in any way to extend the term of the Sublease, but Base Rent, Additional Rent, and any and all other charges payable hereunder shall be abated (provided Subtenant is not responsible for the inability to obtain possession) until the Subleased Premises are made available for Subtenant's occupancy. The provisions of this Section 3 are intended to Tenant constitute an express waiver by LandlordSubtenant of any rights to rescind the Sublease under Section 223-a of the New York Real Property Law or any successor statute of similar import then in force, and no such failure Subtenant further waives the right to give recover any damages which may result or arise out of the inability of Sublessor to deliver possession of the Subleased Premises on the Projected Commencement Date. Notwithstanding anything to the contrary contained herein, in the event that the Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The Premises shall be deemed to be ready for Tenant’s occupancy in the event Landlord’s Work is Substantially Complete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises have occurred on or before March 1, 1997, then Subtenant at anytime thereafter shall have the date that is ninety (90) days after the Projected Commencement Date, Tenant may right to terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord Sublease by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal giving at least fifteen (15) days' written notice to Landlord Sublessor, and such termination shall be effective at the end of such notice period unless (“Tenant’s Intention to Terminate Notice”i) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant shall occur within said ten (10) day such period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be or (ii) Subtenant in full force and effectits sole discretion extends such period.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of the following: (ia) the Building has not been sufficiently completed to make the Premises ready for occupancy, (iib) the Landlord Work is Initial Improvements are not Substantially Complete and not as a result of any default by Landlord under this LeaseComplete, (iiic) the holding over or retention of possession of any tenant, tenants or occupants, or (ivd) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The At the option of Landlord, to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term term shall be extended by the period of time possession is delayed. The said Premises shall be deemed to be ready for Tenant’s 's occupancy in the event Landlord’s Work is the Initial Improvements are Substantially Complete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. In the event of any dispute as to whether the Landlord Work is Initial Improvements are Substantially Complete, the decision, decision of Landlord’s 's architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. 9. Landlord represents that as of the date hereof the demised premises are vacant and not subject to any leases. If Landlord shall be is unable to give deliver possession of all or part of the Promises demised premises to Tenant on the Projected Commencement Date by reason hereof because of construction or work in the Building or in all or part of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupantsdemised premises, or (iv) for any other reason outside the reasonable control failure to obtain a certificate of Landlordoccupancy, then Landlord shall not not, in any such event, be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved date and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease shall not be impaired under such circumstances, nor shall the same be construed to extend the term of this Lease, but provided that Tenant has satisfied the Documentary Requirements set forth below on or before April 15, 2009, the obligations Free Rent Period shall extend by one day for each day after the Commencement Date that the demised premises have not been delivered in the condition required herein (provided Tenant is not responsible for Landlord’s inability to deliver possession of the demised premises to Tenant hereunderor complete any work) until Landlord substantially completes Landlord’s Work and delivers to Tenant possession of all of the demised premises. The However, in the event Landlord is unable to deliver possession of the demised premises in the condition required hereon on or before December 31, 2009; provided that on or before April 15, 2009 Landlord has received from Tenant (a) three (3) originals of this Lease duly notarized and fully executed by Tenant, (b) a valid and in effect insurance certificate satisfying all of the conditions of this Lease covering all of the demised premises, (c) a certified check made payable to Landlord in the amount of the first month’s rent; (d) either a certified check made payable to Landlord in the amount of the security deposit or a letter of credit in the amount of the security deposit satisfying all of the conditions of this Lease; and (e) a W-9 with Tenant’s name, address and EIN signed by Tenant ((a) – (e) being collectively referred to as the “Documentary Requirements”) , then Tenant shall have the right to terminate this Lease by giving Landlord written notice (the “termination notice”) thereof on or before January 10, 2010 (time of the essence); provided that the demised premises are not available for Tenant to take possession in the condition required hereunder by the date Tenant gives the termination notice. If Tenant shall timely give Landlord a termination notice, then this Lease shall be amended so that deemed terminated and be null and void and of no further force and effect, and the Term parties shall be extended by mutually released of and from all rights and obligations hereunder, and the period security deposit or Letter of time possession is delayed. The Premises Credit shall be deemed promptly returned to Tenant. If, however, a termination notice shall not be ready for Tenant’s occupancy in given by Tenant on or before the event Landlord’s Work is Substantially Complete, Termination Date or if the delay in the availability of the Premises demised premises are available for occupancy shall be due Tenant to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises take possession on or before the date that the termination notice is ninety (90) days after the Projected Commencement Dategiven, Tenant may then Tenant’s right to terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with under this Lease and this Lease Article shall be deemed waived and of no further force and effect. Such termination by If Tenant is given possession of all or part of the demised premises in the condition required hereunder or any other premises prior to the Commencement Date hereof, Tenant covenants and agrees that such possession and occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease, except the obligation to pay annual base rent. The provisions of this article are intended to constitute “an express provision to the contrary” within the meaning of §223-a of the New York Real Property Law. Alterations: 10. Tenant shall require formal make no structural changes in or to the demised premises of any nature without Landlord’s prior written notice consent (it being understood that Landlord’s Work has been approved by Landlord as of the date hereof). Landlord’s prior written consent shall not be unreasonably withheld, conditioned or delayed with respect to Tenant’s request to perform nonstructural alterations (a “Minor Alteration”), provided Tenant complies with all of the conditions, provisions and covenants of this Lease. If Landlord obtains possession of the demised premises prior to July 31, 2016, then, upon Landlord’s request, Tenant shall either (a) restore the demised premises to the condition the demised premises were in as of the Commencement Date (or such other date as Landlord completes Landlord’s Work) or (b) pay Landlord at the end of the term of this Lease upon demand, the amount it will cost Landlord to restore the demised premises to the condition the demised premises were in as of the Commencement Date. Tenant’s obligation to either pay Landlord to restore the demised premises or restore the demised premises as set for this in this article shall expressly survive the expiration and/or termination of this Lease. In the event Tenant timely exercises Tenant’s option to add the Adjacent Unit (as hereinafter defined) to the demised premises, Landlord’s prior written consent to any nonstructural changes in connection with Tenant’s initial work on the Adjacent Unit pursuant to plans reviewed by Landlord with respect to the Adjacent Unit (the “Adjacent Unit Plans”) shall not be unreasonably withheld, conditioned or delayed. In no event, however, shall Tenant install or permit the installation of any art in the demised premises that an artist could prevent the removal of pursuant to a governmental or court law, code, rule, regulation or order. In no event shall Landlord be required to consent to any Tenant Changes that would adversely affect the structure of the Building, the exterior thereof, any part of the Building outside of the demised premises or the mechanical, electrical, heating, ventilation, air-conditioning, sanitary, plumbing or other service systems and facilities of the Building. Tenant shall, at its expense, before making any alterations, additions, installations or improvements: (a) obtain and promptly deliver to Landlord a copy of all permits, approvals and certificates required by any governmental or quasi-governmental bodies (and upon completion, certificates of final approval thereof) and (b) submit to Landlord, for Landlord’s prior written approval, plans, drawings and specifications of all changes, alterations, additions, improvements and work (herein “Tenant Changes”) Tenant wants to perform in the demised premises or the Building. Tenant shall make all revisions to its plans, drawings and specifications reasonably requested by Landlord and shall provide Landlord with all Landlord requested details. Except with respect to the Landlord’s Work, Tenant shall, promptly upon demand, reimburse Landlord for all reasonable out-of-pocket fees, expenses and other charges incurred by Landlord and/or its agent in connection with the approval of the plans, drawings and specifications (including fees paid to other parties for their opinion and comments) Notwithstanding anything contained in this Lease to the contrary, in the event that Tenant alleges that Landlord was unreasonable in withholding its consent to a Minor Alteration or the Adjacent Unit Plans, Tenant shall not be entitled to damages or any other affirmative relief or remedy as a result thereof and Tenant’s Intention sole remedy shall be to Terminate Notice”) no later than five (5) days following commence an expedited arbitration proceeding before the ninetieth (90th) day following the Projected Commencement Date that Tenant intends American Arbitration Association to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant be determined by a single arbitrator with at least ten (10) years experience in the subject matter of the dispute and the parties will have no right to object if the arbitrator renders a decision within fifteen (15) business days following from the selection of the arbitrator; provided however, that prior to Tenant resorting to expedited arbitration, Tenant shall notify Landlord by written notice (“Arbitration Notice”) of Tenant’s Intention intent to Terminate pursue such arbitration and Landlord and Tenant shall use reasonable efforts to resolve the matter without an arbitrator within thirty (30) days of the date Landlord receives Tenant’s Arbitration Notice). In the event an arbitration is commenced, the Premises sole issue to be determined by the arbitrator shall be whether Landlord unreasonably withheld its consent to the Minor Alteration requested by Tenant and if the arbitrator determines that Landlord was unreasonable, Tenant’s sole remedy shall be that Landlord’s consent shall be deemed granted in the case of that particular Minor Alteration request. Immediately following approval by Landlord, Tenant (or, at Landlord’s option, Landlord at Tenant’s expense) shall file the approved plans and drawings with the appropriate governmental and quasi-governmental authorities having jurisdiction. If requested by Landlord, Tenant shall use an expeditor designated or approved in advance by Landlord to assist with the filings. Notwithstanding the foregoing or anything to the contrary contained herein, no consent or approval issued by Landlord shall constitute an express or implied representation by Landlord that the Building or the demised premises (with or without any Tenant Change) will be suitable, feasible or lawful for any general or specific use, purpose or requirement of Tenant. Tenant shall, at its sole cost and expense, in making any Tenant Change, comply with all Legal Requirements (hereinafter defined), including, without limitation, all requirements of Local Law No. 5 of 1973 of the City of New York and The Americans With Disabilities Act of 1990, as amended to date. All materials and equipment used in connection with Tenant Changes shall be new and first quality and no materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. If any Tenant Change is indeed Substantially Completed to be made to the fire safety system, Tenant shall use only a contractor (or, if necessary, contractors) reasonably approved by Landlord and possession thereof delivered upon the completion of such work, Tenant shall deliver to Landlord a letter issued by the Building’s fire safety system vendor/service provider indicating that all fire safety system devices located on the demised premises’ floor are functioning properly and a schedule indicating the dates for the pre-testing and final testing of the fire safety system (and which final testing must be within six (6) months of the date the plans for the Tenant Change were filed with the New York City Department of Buildings). Tenant agrees to carry, and will cause its contractors and sub-contractors to carry, such worker compensation, general liability, personal and property damage insurance as Landlord may require in form, amount, carriers and coverages satisfactory to Landlord (including, but not limited to, adequate Builder’s Risk coverage). Such insurance shall be in addition to and not in lieu of any other insurance required under this Lease. Tenant shall not, at any time prior to or during the term of this Lease, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the demised premises, whether in connection with any Tenant Changes or otherwise, if, in Landlord’s sole reasonable discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of all or part of the Building. In the event of any interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately and shall replace such contractors, mechanics and laborers with contractors, mechanics and laborers who, in Landlord’s reasonable judgment, will not interfere or conflict with the construction, maintenance or operation of all or part of the Building and, in such event, Landlord may require that Tenant use union labor. Nothing in this Lease is intended to constitute a consent by Landlord to the subjection of Landlord’s or Tenant’s interest in the Building, the demised premises and/or the Real Property to any lien or claim by any person that performs and/or supplies any work, labor, material, service or equipment to Tenant and/or the demised premises. Landlord hereby notifies all such persons of such intent and each such person agrees, to the extent permitted by law, that by performing any work for or supplying any materials to Tenant it accepts that Landlord has not granted such consent and that such person shall not have a right to file any lien or claim against any interest of Landlord in the demised premises, the Building and/or the Real Property. If any mechanic’s lien is filed against the demised premises, the Building and/or the Real Property for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be discharged by Tenant within said ten thirty (1030) day perioddays thereafter, at Tenant’s expense, by payment or filing a bond as permitted by law. All fixtures and all paneling, partitions, railings and like installations, installed in the demised premises at any time, either by Tenant or by Landlord on Tenant’s behalf, shall, upon installation, become the property of Landlord and shall remain upon and be surrendered with the demised premises unless Landlord obtains possession of the demised premises prior to July 31, 2016, then Landlord, by notice to Tenant shall have the right to elect to relinquish Landlord’s right thereto and to have them removed by Tenant, in which event the same shall be removed from the demised premises by Tenant prior to the end of the term of this Lease, at Tenant’s expense. Nothing in this article shall be construed to give Landlord title to, or to prevent Tenant’s removal of, trade fixtures, moveable office furniture and equipment, but in no event shall Tenant remove any fixtures and equipment which are part of the operation of the demised premises and/or the Building. Upon removal of Tenant’s trade fixtures, moveable office furniture and equipment from the demised premises as permitted herein, or upon removal or other installations as may be required by Landlord, Tenant shall immediately, and at its expense, repair and restore the demised premises to the condition existing prior to any such installations upon removal of same from the demised premises or upon removal of other installations as may be required by Landlord, Tenant shall immediately, at its expense, repair and restore the demised premises to the condition existing prior to any such installations, reasonable wear and tear excepted, and repair any damage to the demised premises or the Building due to such removal. All property permitted or required to be removed by Tenant at the end of the term which remains in the demised premises after Tenant surrenders possession of the demised premises to Landlord shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or removed from the demised premises by Landlord, at Tenant’s expense. Tenant’s obligations under this Article shall expressly survive the expiration or sooner termination of the Lease shall be null and void and the Lease shall continue to be in full force and effectthis Lease.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of any of the following: (i) the Building Landlord has not been sufficiently completed to make its preparation of the Premises ready for occupancyPremises, (ii) Landlord is unable to give possession of the Landlord Work is not Substantially Complete and not as a result Premises by reason of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iviii) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant for occupancy by LandlordTenant, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The Lease , nor shall the same be amended so that construed to extend the Term shall be extended by the period of time possession is delayedthis Lease. The Premises shall not be deemed to be ready unready for Tenant’s occupancy or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the event Landlord’s Work is Substantially CompletePremises or any part thereof, or if the delay special work, changes, alterations or additions required or made by Tenant in the availability layout or finish of the Premises for occupancy or any part thereof or shall be due to any caused in whole or in part by Tenant Delay through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or default on the part of Tenant, its agents, employees, representative or subtenants. In the event of any dispute as to whether the Landlord Work is Substantially CompletePremises are ready for Tenant’s occupancy, the decision, decision of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of any of the following: (i) the Building Landlord has not been sufficiently completed to make its preparation of the Premises ready for occupancyPremises, (ii) Landlord is unable to give possession of the Landlord Work is not Substantially Complete and not as a result Premises by reason of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iviii) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent Monthly Base Rent and the Rent Adjustments reserved and covenanted to be paid herein shall not commence until the Premises are made available for occupancy by Tenaxx, xxless Landxxxx'x xailure to Tenant by Landlordgive possession of the Premises is due to the fault of Tenaxx, and xxd no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder, nor shall the same be construed to extend the term of this Lease. The Lease If the Premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises prior to said date, Tenant shall be amended so that the Term shall be extended by pay Monthly Base Rent and Rent Adjustments for the period of time possession is delayedoccupancy prior to the Commencement Date on a per diem basis. The Premises shall not be deemed to be ready unready for Tenant’s 's occupancy or incomplete if only minor insubstantial details of construction, decoration or mechanical adjustments remain to be done in the event Landlord’s Work is Substantially CompletePremises or any part thereof, or if the delay in the availability of the Premises for occupancy shall be due to special work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant Delay through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. In the event of any dispute as to whether the Landlord Work is Substantially CompletePremises are ready for Tenant's occupancy, the decision, decision of Landlord’s architect 's space planner shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is Initial Improvements are not Substantially Complete and not as a result of any default by Landlord under this LeaseComplete, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Provided, however, if the Premises are not Substantially Complete due solely to Landlord's delay on or before the later to occur of: (1) the date which is 60 days after (a) the execution date of the Lease as set forth in Section 1.01(4) hereof; (b) the completion, in compliance with the terms of Exhibit "C" of this Lease, and approval of the Plans and Specifications by the Tenant and Landlord, and the City of Oklahoma and any other entity or person from whom the approval of such Plans and Specifications is required for permits, licenses, or otherwise; and (c) the Cost of the Work has been approved by the parties; or (2) January 31, 2001; then, in such event, if Tenant incurs a holdover penalty at its current premises, Landlord will be responsible for Tenant's holdover penalty up to an amount not to exceed Seven Thousand Dollars ($7,000.00) per month. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The At the option of Landlord, to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term term shall be extended by the period of time possession is delayed. The said Premises shall be deemed to be ready for Tenant’s 's occupancy in the event Landlord’s Work is the Initial Improvements are Substantially Complete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. In the event of any dispute as to whether the Landlord Work is Initial Improvements are Substantially Complete, the decision, decision of Landlord’s a mutually acceptable architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this LeaseComplete, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlordreason, then except as specifically provided herein, Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The At the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The said Premises shall be deemed to be ready for Tenant’s 's occupancy in the event Landlord’s 's Work is Substantially Complete, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, decision of Landlord’s 's architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary contained in this LeaseSection, if Landlord the Commencement Date has not delivered the Premises occurred on or before the date that is ninety later of (90a) September 1, 2005, or (b) sixty two (62) days after the Projected approval of the space plan for the Landlord Work (the "Outside Completion Date"), Tenant shall be entitled to a rent abatement following the Commencement Date of $285.75 for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date, Landlord and Tenant may terminate this Lease acknowledge and Landlord agree that: (i) the determination of the Commencement Date shall return take into consideration the effect of any Tenant Delays including, without limitation Tenant's failure to Tenant all sums delivered to Landlord by Tenant in connection approve architectural drawings or mechanical, electrical and plumbing drawings that are consistent with this Lease the approved space plan within two (2) business days of submission; and this Lease (ii) the Outside Completion Date shall be postponed by the number of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends is delayed due to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice)events of force majeure. In the event the Premises is indeed Substantially Completed Commencement Date has not occurred on or before the Outside Completion Date, Landlord shall provide Tenant, at no charge, with certain storage space ("Storage Space"), the location and possession thereof size of which shall be reasonably determined by Landlord. The Storage Space shall be used by Tenant for the storage of equipment, inventory or other nonperishable items normally used in Tenant's business, and for no other purpose whatsoever. Landlord reserves the right to adopt and enforce reasonable rules and regulations governing the use of the Storage Space from time to time. Within two (2) days after the Commencement Date, Tenant shall completely vacate and surrender the Storage Space to Landlord in the condition in which it was delivered to Tenant, ordinary wear and tear excepted, broom-clean and empty of all personalty and other items placed therein by or on behalf of Tenant. Landlord shall not be liable for any theft or damage to any items or materials stored in the Storage Space, it being understood that Tenant within said ten (10) day period, then Tenant’s termination of is using the Lease shall be null and void and the Lease shall continue to be in full force and effectStorage Space at its own risk.

FAILURE TO GIVE POSSESSION. If Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of any of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) Landlord has not completed its preparation of the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this LeasePremises, (iii) Landlord is unable to give possession of the Premises by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances (except as otherwise provided in Article III of the rent Workletter), the Monthly Base Rent and the Rent Adjustments reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant for occupancy by LandlordTenant, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder, nor shall the same be construed to extend the term of this Lease. The Lease A written notice from Landlord or manager to Tenant setting forth the date upon which the Premises shall become, or became, available for occupancy shall be amended so that binding and conclusive upon Tenant unless disputed by Tenant in writing within ten (10) days after the Term date of such notice. If the Premises are ready for occupancy prior to the Commencement Date and Tenant, with Landlord's written permission, occupies the Premises prior to said date, Tenant shall be extended by pay Monthly Base Rent and Rent Adjustments for the period of time possession is delayedoccupancy prior to the Commencement Date on a proportionate per diem basis. The Premises shall not be deemed to be ready unready for Tenant’s 's occupancy or incomplete if: (i) only minor insubstantial details of construction, decoration or mechanical adjustments remain to be done in the event Landlord’s Work is Substantially CompletePremises or any part thereof, or (ii) if the delay in the availability of the Premises for occupancy shall be due to special work, changes, alterations or additions required to be made by Tenant in the layout or finish of the Premises or any part thereof; or (iii) such delay in the availability of the Premises shall be caused in whole or in part by Tenant Delay through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. In the event of any dispute as to whether the Landlord Work is Substantially CompletePremises are ready for Tenant's occupancy, the decision, decision of Landlord’s 's architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.

FAILURE TO GIVE POSSESSION. 3.01 If Landlord shall be unable to give possession of the Promises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Demised Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlord, then Landlord shall not be subject to any liability available for occupancy by Tenant on the specific date hereinbefore designated for the failure to give possession on said date. Under such circumstances commencement of the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity term of this Lease or the obligations of the Tenant hereunder. The for any reason whatsoever, then this Lease shall not be amended so that the Term shall be extended by the period of time possession is delayed. The Premises affected thereby but, in such case, said specific date shall be deemed to be ready postponed until the date when the Demised Premises shall be available for occupancy by Tenant’s occupancy in the event Landlord’s Work is Substantially Complete, or if the delay in the availability and Tenant shall not be entitled to possession of the Demised Premises until the same is available for occupancy by Tenant. Except as expressly provided in Section 4.01 hereof, Tenant shall be due have no claim against Landlord, and Landlord shall have no liability to Tenant by reason of any such postponement of said specific date, and the parties hereto further agree that any failure to have the Demised Premises available for occupancy by Tenant Delay and/or default on said specific date or on the part Commencement Date shall in no way affect the obligations of Tenant. In Tenant hereunder nor shall the event same be construed in any way to extend the term of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the partiesthis Lease. Notwithstanding anything contained to the contrary contained in this LeaseSection 3.01, if Landlord has not delivered Tenant shall be unable to legally occupy the Demised Premises by reason of failure of the Township of Florham Park, New Jersey to issue such documentation necessary for Tenant to initially legally occupy the Demised Premises on or before the date that is ninety sixty (9060) days after from the Projected Commencement Datedate of this Lease, Tenant may terminate shall have the right to cancel this Lease upon ten (10) days prior written notice to Landlord. In such event the date set forth in such notice shall be deemed to be the Expiration Date for all purposes of this Lease, and Landlord shall return to Tenant all sums any advance payment of Fixed Rent and the Security previously delivered by Tenant to Landlord by Tenant in connection with this Lease and this Lease shall be hereunder, without deduction or offset of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effectany kind.

FAILURE TO GIVE POSSESSION. 3.01 If Landlord the Demised Premises or any additional space to be included within the Demised Premises shall not be unable to give possession available for occupancy by Tenant on the specific date hereinbefore designated for the commencement of the Promises on term of this lease or for the Projected Commencement Date inclusion of such space by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding over or retention of possession of by any tenant, tenants subtenant or occupants, any occupant or (iv) for any other reason outside the reasonable control of Landlordwhatsoever, then Landlord this lease shall not be subject to any liability for the failure to give possession on affected thereby but, in such case, said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. The Premises specific date shall be deemed to be ready postponed until the date when the Demised Premises or the additional space, as the case may be, shall be available for occupancy by Tenant and Tenant shall have been notified thereof by Landlord, in each case, in the manner required pursuant to the terms of this lease, and Tenant shall not be entitled to possession of the Demised Premises or the additional space until the same are so available for occupancy by Tenant’s ; provided, however, except as otherwise expressly set forth herein, Tenant shall have no claim against Landlord and, except as otherwise expressly set forth herein, Landlord shall have no liability to Tenant by reason of any such postponement of said specific date, and the parties hereto further agree that any failure to have the Demised Premises or such additional space available for occupancy by Tenant on said specific date or on the Commencement Date shall in no way affect the obligations of Tenant hereunder except as otherwise expressly set forth herein, nor shall the same be construed in any way to extend the term of this lease. Landlord agrees to use reasonable efforts to obtain possession of the Demised Premises or such additional space, including, without limitation, the institution and diligent prosecution of hold-over proceedings, in the event Landlord’s Work is Substantially Complete, or if the delay in the availability of the Premises for occupancy a holdover. This Section 3.01 shall be due deemed to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained an express provision to the contrary in this Lease, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Date, Tenant may terminate this Lease and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination Section 223-a of the Lease shall be null Real Property Law of the State of New York and void and the Lease shall continue to be any other law of like import now or hereafter in full force and effectforce.

FAILURE TO GIVE POSSESSION. If Landlord shall be is unable to give possession of the Promises Demised Premises on the Projected Commencement Date by reason date of the following: (i) commencement of the Building has not been sufficiently completed to make term hereof, because of the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this Lease, (iii) the holding holding-over or retention of possession of any tenant, tenants undertenant or occupants, or (iv) if Landlord has not completed any work required to be performed by Landlord, or for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under date and the validity of the lease shall not be impaired under such circumstances circumstances, nor shall the same be construed in any manner to extend the term of this lease, but the rent reserved payable hereunder shall be abated until after Landlord shall have given Tenant notice that the Demised Premises are substantially ready for Tenant's occupancy, and covenanted to be paid herein the period of free rent specified in Article 41 shall not commence until the Premises are made available five (5) business days after such notice is given. If permission is given to Tenant by Landlord, and no such failure to give enter into the possession on of the Projected Commencement Date shall affect Demised Premises or to occupy any space in the validity Building other than the Demised Premises prior to the date specified as the commencement of the term of this Lease or the obligations of the lease, Tenant hereunder. The Lease shall be amended so covenants and agrees that the Term shall be extended by the period of time possession is delayed. The Premises such occupancy shall be deemed to be ready for Tenant’s occupancy under all the terms, covenants, conditions and provisions of this lease, except as to the covenant to pay rent. The provisions of this Article are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law. Notwithstanding the foregoing provisions of this Lease, in the event Landlord’s Work is Substantially Complete, or if the delay in the availability that Landlord fails to deliver possession of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of Tenant. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, of Landlord’s architect shall be final and binding on the parties. Notwithstanding anything contained to the contrary in this Lease, if Landlord has not delivered the Demised Premises on or before the date that is ninety (90) days after the Projected Commencement Dateprior to December 31, 1998, Tenant may shall have the right to terminate this Lease and within the following ten (10) days by giving notice thereof to Landlord. Upon receipt of such notice by Landlord, all liability between the parties hereto shall be extinguished, except that Landlord shall return to Tenant all sums delivered any monies deposited with Landlord pursuant to Landlord by Tenant in connection with this Lease and this Lease Lease. The foregoing right of termination shall be Tenant's exclusive remedy with respect to the failure to deliver possession, subject to the provisions of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effectArticle 54 hereof.

FAILURE TO GIVE POSSESSION. If the Landlord shall be unable to give possession of the Promises Premises on the Projected Commencement Date by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) the Landlord Work is not Substantially Complete and not as a result of any default by Landlord under this LeaseComplete, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any other reason outside the reasonable control of Landlordreason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. The At the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term term shall be extended by the period of time possession is delayed. The said Premises shall be deemed to be ready for Tenant’s 's occupancy and Substantially Complete in the event Landlord’s 's Work is Substantially CompleteComplete in fact, or if the delay in the availability of the Premises for occupancy shall be due to any Tenant Delay and/or default on the part of TenantTenant and/or its subtenant or subtenants. In the event of any dispute as to whether the Landlord Work is Substantially Complete, the decision, decision of Landlord’s 's architect shall be final and binding on the parties. Notwithstanding anything contained any provision of this Section to the contrary contrary, in this Leaseeither event described below, if Landlord has not delivered the Premises on or before the date that is ninety (90) days after the Projected Commencement Dateas Tenant's sole and exclusive remedy, Tenant may shall have the option to terminate this Lease on the terms and Landlord shall return to Tenant all sums delivered to Landlord by Tenant in connection with this Lease and this Lease shall be of no further force and effect. Such termination by Tenant shall require formal written notice to Landlord (“Tenant’s Intention to Terminate Notice”) no later than five (5) days following the ninetieth (90th) day following the Projected Commencement Date that Tenant intends to terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (10) days following Tenant’s Intention to Terminate Notice). In the event the Premises is indeed Substantially Completed and possession thereof delivered to Tenant within said ten (10) day period, then Tenant’s termination of the Lease shall be null and void and the Lease shall continue to be in full force and effect.conditions described below: