Common use of FAILURE TO GIVE POSSESSION Clause in Contracts

FAILURE TO GIVE POSSESSION. 22.01. If the Demised Premises, any portion thereof, or any additional space to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the commencement of term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 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 not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delay.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Demised PremisesPromises 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 portion thereofdefault by Landlord under this Lease, (iii) the holding over or retention of possession of any tenant, tenants or occupants, or (iv) for any additional space to be included within other reason outside the Demised Premises 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 for occupancy to Tenant by Tenant Landlord, and no such failure to give possession on the specific date (if any) hereinbefore designated for Projected Commencement Date shall affect the commencement of term validity of this Lease or for the inclusion obligations of such space for any reason whatsoever, then this the Tenant hereunder. The Lease shall not be affected thereby but, in such case, said specific date amended so that the Term shall be extended by the period of time possession is delayed. The Premises shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available ready for Tenant’s occupancy by Tenant, 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 Landlord’s Work is unable to substantially complete Landlord's Work Substantially Complete, or if the delay in the Original availability of the Premises by October 15, 2005, for occupancy shall be due to any Tenant shall receive a rent abatement equal to one (1) day Delay and/or default on the part of Fixed Annual Rent for each day subsequent to October 15, 2005 in which Landlord's Work is not substantially completedTenant. In the event Landlord's of any dispute as to whether the Landlord Work is not substantially completed by November 1Substantially Complete, 2005 the rent abatement decision, of Landlord’s architect shall be increased from one 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 (190) 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 of Fixed Annual Rent for each day of delay following the Projected Commencement Date that Tenant intends to two terminate the Lease unless the Premises is not Substantially Complete and possession thereof delivered to Tenant with ten (210) 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 Fixed Annual Rent for each day of delaythe 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 Demised PremisesPremises by the Projected Commencement Date (i) by reason of the Landlord Work is not Substantially Complete, (ii) by reason of the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iii) for any additional space to be included within the Demised Premises other reason, then Landlord shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated subject to any liability for the commencement of term failure to give possession on said date. Under such circumstances, no such failure to give possession by the Projected Commencement Date shall affect the validity of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 hereunder. However, notwithstanding the same be construed in anyway to extend the term of this Lease and furthermoreforegoing, this Section 22.01 shall be deemed to be an express provision except to the contrary of Section 223-a 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 earlier of the Real Property Law of the State of New York and any other law of like import now Commencement Date or hereafter in force. Notwithstanding anything herein to the contraryDecember 31, provided (i)Tenant approves the Plan for the Original Premises by no later than June 20, 2005 in accordance with Article A(2) 2019; and (ii) there are no Tenant Delaysdoes not occur by January 1, as hereinbefore defined2020, in then the event Landlord is unable to substantially complete Landlord's Work in the Original Premises Rent Abatement Period will be extended by October 15, 2005, Tenant shall receive a rent abatement equal to two (2) days for each one (1) day of Fixed Annual Rent delay after January 1, 2020 until the Commencement Date occurs. The Premises shall be deemed to be ready for each day subsequent to October 15, 2005 Tenant’s occupancy and Substantially Complete in which Landlord's the event the Landlord Work is Substantially Complete 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 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 substantially completedoccurred and the Commencement Date will be adjusted accordingly. In the event Landlord's of any dispute as to whether the Landlord Work is not substantially completed by November 1Substantially Complete, 2005 the rent abatement decision of Landlord’s architect shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayfinal and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.01. If the Demised PremisesLandlord shall be unable to give possession of the Premises on the Commencement Date (or any target or estimated Commencement Date set forth herein) by reason of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy, (ii) Landlord’s Work is not Substantially Complete, (iii) the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iv) for any additional space to be included within the Demised Premises other reason, 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 for occupancy to Tenant by Tenant Landlord, and no such failure to give possession on the specific date (if any) hereinbefore designated for Target Commencement Date shall affect the commencement of term validity of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 the 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 forcehereunder. 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 definedforegoing, in the event Landlord is unable fails to substantially complete Substantially Complete Landlord's ’s Work prior to the Target Commencement Date (to be adjusted in the Original Premises by October 15, 2005event of any Unavoidable Delay affecting Landlord’s Work), Tenant shall receive be entitled to a day-for-day rent abatement equal to one credit against Monthly Base Rent payable for Suite 280 only (1i.e., $6,406.47 per month) day of Fixed Annual Rent for each day subsequent to October 15, 2005 in which past the Target Commencement Date (as adjusted) that Landlord's ’s Work is not substantially completedSubstantially Complete, until Substantial Completion occurs. In Furthermore, notwithstanding the foregoing, in the event Landlord's Landlord fails to Substantially Complete the Suite 215 Work prior to November 15, 2024 (to be adjusted in the event of any Unavoidable Delay affecting the Suite 215 Work), Tenant shall be entitled to a day-for-day rent credit against Monthly Base Rent payable for Suite 215 only (i.e., $17,192.63 per month) for each day past November 15, 2024 (as adjusted) that the Suite 215 Work is not substantially completed by November 1Substantially Complete, 2005 the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayuntil Substantial Completion occurs.

FAILURE TO GIVE POSSESSION. 22.01. If the Demised PremisesBuilding is not in the course of construction, and Landlord is unable to give possession of the Premises on the Term Commencement Date by reason of the holding over or retention of possession of any portion thereoftenant, tenants, or occupants or for any additional space to be included within other reason, or if repairs, improvements or decoration of the Demised Premises or of the Building are not completed, such inability by Landlord shall not constitute a default under this Lease but the Term Commencement Date shall be available for occupancy by Tenant on postponed until such date as such holdover tenant or occupant shall give up possession of the specific date (if any) hereinbefore designated for Premises and the commencement of term of this Lease or shall be deemed to commence on such Term Commencement Date as postponed (and the termination date of the term of the Lease shall be extended by the same period as the Term Commencement Date is postponed). Anything contained in the foregoing to the contrary notwithstanding, if Landlord's Work is not Substantially Completed and possession of the Premises delivered to Tenant by the expiration of one hundred and twenty (120) days following the later to occur of (i) the Lease Date, and (ii) Landlord's receipt of Tenant's proposed floor plan for the inclusion of such space for Premises; and any reason whatsoever, then this Lease delay in Substantial Completion shall not be affected thereby butdue 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, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 Work in the Original Premises by October 15, 2005, Tenant shall receive a rent abatement equal to one (1) day of Fixed Annual free Minimum Rent for each day subsequent expiring between the expiration said one hundred and twenty (120) day period (as may have been extended due to October 15, 2005 Force Majeure or Tenant Delay) and the date on which Tenant receives "Landlord's Notice of Substantial Completion" (defined in which Section 2.02(b)). If Landlord's Work is not substantially completed. In Substantially Completed by the event expiration of one hundred and eighty (180) days following the Lease Date, then, until Tenant shall receive Landlord's Work is not substantially completed by November 1Notice of Substantial Completion in accordance with the provisions of Section 2.02, 2005 Tenant shall have the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay option to two (2) days of Fixed Annual Rent for each day of delayterminate upon written notice to Landlord.

FAILURE TO GIVE POSSESSION. 22.01. If Tenant waives any right to rescind this Lease under Section 223-a of the Demised Premises, any portion thereof, New York Real Property Law or any additional space successor statute of similar import then in force and further waives the right to be included within recover any damages which may result from Landlord's failure to deliver possession of the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated set forth in Article 1 hereof for the commencement of term of this Lease or for the inclusion of such space Term for any reason whatsoever, then this Lease 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 Premises on such date, and provided Tenant is not responsible for such inability to give possession, the Rent reserved and covenanted to be paid herein shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed commence until the date when possession of the Demised Premises is given or such additional space shall be the Premises are available for occupancy by Tenant, and Tenant no such failure to give possession on such date shall not be entitled to possession in any way affect the validity 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 or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall the same be construed in anyway to extend the term Term. If permission is given to Tenant to enter into the possession of this Lease the Premises or to occupy premises other than the Premises prior to the Commencement Date, Tenant covenants and furthermore, this Section 22.01 agrees that such occupancy shall be deemed to be an express provision under all the terms, covenants, conditions and provisions of this Lease, including the covenant to pay Rent. Notwithstanding anything to the contrary of Section 223-a hereinabove set forth, if Landlord shall fail to deliver possession of the Real Property Law 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 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 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 State Premises to Tenant), the Rent first coming due and payable shall be partially abated by fifty (50%) percent on a day-for-day basis; (b) for each day occurring between August 1st and August 31, 1999 (or such earlier date on which possession of New York the Premises shall be delivered to Tenant), the Rent first coming due 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) payable shall be abated on a day-for-day basis; and (iic) there are no Tenant Delaysfor each day beyond September 1, as hereinbefore defined1999 that Landlord fails to deliver possession of the Premises to Tenant, in the event Rent first coming due and payable shall be abated by two (2) days for each day that Landlord is unable fails to substantially complete Landlord's Work in the Original Premises by deliver possession beyond September 1, 1999. By means of illustration only, if Landlord fails to deliver possession until October 151, 20051999, Tenant shall receive a rent abatement equal to one (1) day in the aggregate amount of Fixed Annual Rent for each day subsequent to October 15, 2005 in which Landlord's Work is not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delay.Two

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall deliver vacant and exclusive possession of the Demised Premises, any portion thereof, or any additional space Tenth Floor Space to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for Commencement Date. Landlord hereby represents that the commencement of term of 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 for any successor statute of similar nature and purpose then in force and further waives the inclusion of such space right to recover any damages which may result from Landlord's failure for any reason whatsoeverto 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 Seventh Floor Space on the Seventh Floor Space Commencement Date, and provided Tenant is not responsible for such inability to give possession, then this Lease (i) Landlord, at Landlord's sole cost and expense, shall not be affected thereby butuse its diligent efforts to deliver to Tenant possession of the Seventh Floor Space as promptly as reasonably practicable (it being understood that Landlord, if necessary, shall promptly institute and diligently and in such casegood faith prosecute, said specific date at Landlord's sole cost and expense, holdover and any other appropriate proceedings against the occupant of the Seventh Floor Space), (ii) the Seventh Floor Space Commencement Date shall be deemed to be postponed adjourned until the date when Landlord delivers vacant and exclusive possession of the Demised Premises or such additional space shall be available for occupancy by Seventh Floor Space to Tenant, and Tenant (iii) the Seventh Floor Space Rent Commencement Date shall not be entitled deemed to possession be the date that is the earlier to occur of those affected portions of (I) 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, date that Tenant shall have no claim against Landlordinitially occupies the Seventh Floor Space for the conduct of business (but not solely for the conduct of Tenant's Initial Alterations therein), and Landlord shall have no liability (II) the date that occurs One Hundred Fifty-Two (152) days after the adjourned Seventh Floor Space Commencement Date pursuant to Tenant by reason of any clause (ii) above. No 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 give possession on the Seventh Floor Commencement Date shall in no way 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 same be construed in anyway any wise to extend the term Term. The provisions of this Lease and furthermore, this Section 22.01 shall be deemed Article are intended to be constitute an "express provision to the contrary contrary" within the meaning of Section 223-a of the New York Real Property Law Law. If Landlord fails to deliver to Tenant vacant and exclusive possession of the State of New York and any other law of like import now Seventh Floor Space on or hereafter in force. Notwithstanding anything herein prior 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 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 not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 2001 (the rent abatement "Termination Date"), then Tenant shall be increased from one 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 (120th) day after the Termination Date, except that Tenant shall not have such right to terminate this Lease with respect to the 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 not constitute part of the Premises for any purposes hereof, and accordingly, the Fixed Annual Rent shall not be deemed to include the Fixed Rent for each day 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 delay to two (2) days this Lease for the Seventh Floor Space shall not affect or impair the validity of Fixed Annual Rent this Lease for each day of delaythe Tenth Floor Space.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Demised Premises on the Commencement Date by reason of any of the following: (i) Landlord has not completed its preparation of the Premises, (ii) Landlord is unable to give possession of the Premises by reason of the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iii) for any additional space to be included within the Demised Premises other reason, Landlord shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated subject to any liability for the commencement of term of this Lease or for failure to give possession on said date. Under such circumstances the inclusion of such space for any reason whatsoever, then this Lease rent reserved and covenanted to be paid herein shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed commence until the date when the Demised Premises or such additional space shall be are available for occupancy by Tenant, and Tenant shall not be entitled to possession of those affected portions of the Demised Premises or no 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 give possession on the Commencement Date shall in no way affect the validity of this Lease or the obligations of Tenant hereunder hereunder, nor shall the same be construed in anyway to extend the term Term of this Lease and furthermore, this Section 22.01 Lease. The Premises shall not be deemed to be an express provision 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 contrary of Section 223-a 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 Real Property Law Premises or any part thereof or shall be caused in whole or in part by Tenant 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 State part of New York and any other law of like import now Tenant, its agents, employees, representative 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 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 not substantially completedsubtenants. In the event of any dispute as to whether the Premises are ready for Tenant’s occupancy, the decision of Landlord's Work is not substantially completed by November 1, 2005 the rent abatement ’s architect shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayfinal and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.01. 6.1 If the Demised Premises, any portion thereof, or any additional space to be included within the Demised Premises shall not be available for occupancy by delivery to Tenant on the specific date (date, if any) , hereinbefore designated for the commencement of the term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby butthereby, in such case, said specific date specified date, if any, shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by delivery to Tenant, 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 delivery to Tenant; , provided, however, unless specifically set forth in this Lease to the contrary, that Tenant Ten 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 delivery to 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 any way to extend the term of this Lease and furthermore, this Section 22.01 6.1 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. . 6.2 Notwithstanding anything herein the provisions of Section 6.1 to the contrary, provided (i)Tenant approves if 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 Work in the Original Premises by October Commencement Date shall not have occurred on or before November 15, 20051991, at any time thereafter, but prior to the Commencement Date, Tenant shall receive have the right to terminate this Lease by giving written notice of its election to do so to Landlord, which notice shall set a rent abatement equal to one (1) day of Fixed Annual Rent for each day subsequent to October 15, 2005 in date which Landlord's Work is not substantially completedless than fifteen (15) days after the date of giving of such notice as the date for the termination of the Lease. In such event, unless the event LandlordCommencement Date shall occur prior to the date set forth in Tenant's Work is not substantially completed by November 1notice as the date for termination of this Lease, 2005 this Lease shall terminate as of such date as if such date were originally set forth herein as the rent abatement Expiration Date and neither party shall have any further rights hereunder. Tenant's right of termination as aforesaid shall be increased from one Tenant's sole and exclusive remedy and the provisions of this Section 6.2 shall be deemed to be an express provision to the contrary as contemplated by Section 223-a of the Real Property Law of the State of New York and any other law of like important now or hereafter in force. 6.3 The provisions of Section 6.1 shall apply not only to the delivery of the Demised Premises to Tenant as of the Commencement Date but shall also apply to the delivery to Tenant of any Additional Premises (1hereinafter defined) day pursuant to Tenant's options as set forth in Article 44 of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delaythis Lease.

FAILURE TO GIVE POSSESSION. 22.01(A) Tenant acknowledges that the Premises are currently occupied by Compass International Services, Inc. ("Compass"). If Tenant waives any right to rescind this Lease under Section 223-a of the Demised Premises, any portion thereof, New York Real Property Law or any additional space successor statute of similar nature and purpose then in force and further waives the right to be included within recover any damages which may result from Landlord's failure for any reason to deliver possession of the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated set forth in Section 1.1 hereof for the commencement of term 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. No such failure to give possession on the date set forth in Section 1.1 hereof for the commencement of the Term shall in any wise affect the validity of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall the same be construed in anyway any wise to extend the term of this Lease and furthermore, this Section 22.01 shall be deemed to be an express provision Term. (B) Notwithstanding anything to the contrary of Section 223-a contained herein, if Landlord shall fail to give possession of the Real Property Law Premises on the date set forth in Section 1.1 hereof for the commencement of the State of New York Term, and any other law of like import now or hereafter in force. Notwithstanding anything herein provided that Tenant is not responsible for such inability to give possession, the contrary, provided (i)Tenant approves the Plan for the Original Premises Rent Commencement Date shall be adjourned 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 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 from and after December 15, 2005 1999 that the Premises are not delivered. Section 22.2. Landlord and Tenant hereby expressly acknowledge and agree that this Lease is conditioned upon the unconditional execution and delivery by Landlord and Compass of an agreement between Landlord and Compass with respect to the surrender of the Premises on terms and conditions acceptable to Landlord in which Landlord's Work its sole discretion (the aforesaid event being hereinafter referred to as the "Condition"), and shall be of no force and effect unless and until the Condition is satisfied; it being understood and agreed however, that if for any reason whatsoever, the Condition is not substantially completed. In satisfied or waived by Landlord on or before the event Landlord's Work date which is not substantially completed by November 1forty-five (45) days after the date hereof, 2005 the rent abatement this Lease shall be increased from one (1) day void ab initio, and be of Fixed Annual Rent for each day of delay no force and effect, and Landlord and Tenant shall have no obligations or liability to two (2) days of Fixed Annual Rent for each day of delaythe other respective party under this Lease.

FAILURE TO GIVE POSSESSION. 22.01. If the Demised PremisesLandlord shall be unable to give possession of the 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, (iii) the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iv) for any additional space to be included within the Demised Premises other reason, 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 for occupancy to Tenant by Tenant Landlord, and no such failure to give possession on the specific date (if any) hereinbefore designated for Projected Commencement Date shall affect the commencement of term validity of this Lease or for the inclusion obligations of such space for any reason whatsoeverthe Tenant hereunder. At the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, then this the Lease shall not be affected thereby but, in such case, amended so that the Term shall be extended by the period of time possession is delayed. The said specific date Premises shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available ready for Tenant’s occupancy by Tenant, 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, Substantially Complete in the event Landlord Landlord’s Work is unable to substantially complete Landlord's Work Substantially Complete in fact, or if the delay in the Original availability of the Premises by October 15, 2005, for occupancy shall be due to any Tenant shall receive a rent abatement equal to one (1) day Delay and/or default on the part of Fixed Annual Rent for each day subsequent to October 15, 2005 in which Landlord's Work is not substantially completedTenant and/or its subtenant or subtenants. In the event Landlord's of any dispute as to whether the Landlord Work is not substantially completed by November 1Substantially Complete, 2005 the rent abatement decision of Landlord’s architect shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayfinal and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.01. 3.01 If the Demised Premises, any portion thereof, or any additional space to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the commencement of the term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, and Tenant shall not be entitled to possession of those affected portions of the Demised Premises or such additional space until the same are is available for occupancy by Tenant; provided. Except as expressly provided in Section 4.01 hereof, 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 any way to extend the term of this Lease and furthermore, Lease. Notwithstanding anything to the contrary contained in this Section 22.01 3.01, if 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 before the date that is sixty (60) days from the date of this Lease, Tenant 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 an express provision the Expiration Date for all purposes of this Lease, and Landlord shall return to the contrary of Section 223-a of the Real Property Law of the State of New York and Tenant 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 Work in the Original Premises by October 15, 2005, Tenant shall receive a rent abatement equal to one (1) day advance payment of Fixed Annual Rent for each day subsequent and the Security previously delivered by Tenant to October 15Landlord hereunder, 2005 in which Landlord's Work is not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement shall be increased from one (1) day without deduction or offset of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayany kind.

FAILURE TO GIVE POSSESSION. 22.01. If Owner is unable to give possession of the Demised Premisesdemised premises on the date of the commencement of the term hereof, because of the holding over or retention of possession of any portion thereoftenant, undertenant or occupants or if Owner has not completed any work required to be performed by Owner, or for any additional space to be included within the Demised Premises other reason. Owner shall not be available subject to any liability for occupancy by Tenant failure to give possession on said date and the specific date (if any) hereinbefore designated for validity of the commencement of term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease lease shall not be affected thereby but, in impaired under such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 circumstances nor shall the same be construed in anyway 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 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 covenants and furthermore, this Section 22.01 agrees that such occupancy shall be deemed to be 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 contrary" within the meaning of Section 223-a of the New York Real Property Law of Law. If Landlord does not deliver the State of New York demised premises vacant and any other law of like import now in substantially completed condition pursuant to Landlord's Workletter herein on or hereafter before March 1, 2000, then and in force. Notwithstanding anything herein that event Tenant may elect to the contrary, provided (i)Tenant approves the Plan for the Original Premises terminate this Lease by written notice to Landlord forwarded no later than March 30, 2000. Anything to the contrary notwithstanding, Landlord need not complete replacement of windows (Workletter No. 2) before ten (10) months from date hereof and failure to perform said window installation shall not give Tenant a right to cancel this Lease as aforesaid. However, Landlord shall utilize its best efforts to have the windows replaced on/or before 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 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 not substantially completed2000. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delay.NO WAIVER:

FAILURE TO GIVE POSSESSION. 22.01. If the Demised Premises, any portion thereof, or any additional space to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the commencement of term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 use commercially reasonable efforts to cause the Current Premises Tenant by reason of any such postponement of said specific date, and to surrender 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 20the PH Lease Termination Effective Date. If Landlord shall be unable to give possession of the Premises by the Projected Commencement Date by reason of the following: (i) the holding over or retention of possession by the Current Premises Tenant, 2005 in accordance with Article A(2) and or (ii) there are for any other reason beyond Landlord’s reasonable control, then Landlord shall not be subject to any liability for the failure to give possession on said date and, except as otherwise set forth in Section 2.2(a) above and this Section 2.3, no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant Delayshereunder. Notwithstanding the foregoing, as hereinbefore defined, in if the event Landlord is unable Current Premises Tenant fails to substantially complete Landlord's Work in surrender possession of the Original Premises by October 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 any reason the Commencement Date has not occurred on or before June 15, 20052008, Tenant shall receive have the right to terminate this Lease for a rent abatement equal to one period not exceed fifteen (115) day of Fixed Annual Rent for each day subsequent to October days after June 15, 2005 in which 2008, by delivering ten (10) days’ written notice to Landlord's Work is not substantially completed. In the event Landlord's Work is not substantially completed this Lease so terminates, any monies or deposits previously paid or delivered by November 1, 2005 the rent abatement Tenant to Landlord shall be increased from one (1) day of Fixed Annual Rent for each day of delay promptly returned to two (2) days of Fixed Annual Rent for each day of delayTenant, and neither party shall have any further obligations or liabilities hereunder.

FAILURE TO GIVE POSSESSION. 22.01. If the Demised PremisesLandlord shall be unable to give possession of the demised premises on the date of the commencement of the term hereof by reason of any of the following: (i) the Landlord has not completed its preparation of the demised premises, (ii) the Landlord is unable to give possession of the demised premises by reason of the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (ii) for any additional space to be included within the Demised Premises other reason, Landlord shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated subject to any liability for the commencement failure to give possession on said date. In the event that the Landlord is unable to deliver the demised premises for either of term of this Lease the reasons listed as (i) or for (ii) in the inclusion of such space for any reason whatsoeverpreceding sentence beyond December 31, 1997, then this Lease Landlord shall pay Tenant the latter's actual damages therefore, but only if attributable to an act or omission of the Landlord. Under such circumstances the rent reserved and covenanted to be paid herein shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed commence until the date when the Demised Premises or such additional space shall be demised premises are available for occupancy by Tenant, and Tenant shall not be entitled no such failure to give possession on the date of those affected portions commencement of the Demised Premises or such additional space until term hereof shall affect the same are available for occupancy by Tenant; provided, however, unless specifically set forth in validity of 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 the Tenant hereunder hereunder, nor shall the same be construed in anyway to extend the term of this Lease Lease. If the demised premises are ready for occupancy prior to the date of the commencement of the term hereof and furthermoreTenant occupies the premises prior to said date, this Tenant shall pay rental including amounts stated in Section 22.01 5 for the period of occupancy prior to the date of the commencement of the term hereof at the proportionate rental to the rent reserved herein. The said demised premises shall not be deemed to be an express provision 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 contrary of Section 223-a demised 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 Real Property Law demised premises or any part thereof or shall be caused in whole or in part by Tenant 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 State part of New York and any other law of like import now Tenant and/or its subtenant 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 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 not substantially completedsubtenants. In the event of any dispute as to whether the premises are ready for Tenant's occupancy, the decision of Landlord's Work is not substantially completed by November 1, 2005 architect shalx xx xxxal and binding on the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayparties.

FAILURE TO GIVE POSSESSION. 22.01. (a) If the Demised Premises, any portion thereof, Premises or any additional space to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the commencement of the term of this Lease lease or for the inclusion of such space for any reason whatsoever, then this Lease lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such the additional space space, as the case may be, shall be available for occupancy by Tenant, and Tenant shall not be entitled to possession of those affected portions of the Demised Premises or such the 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 Xxxxxx 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 any way to extend the term of this Lease and furthermore, this lease. This Section 22.01 3.01 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. . (b) Notwithstanding anything herein hereinabove or in this lease 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 that the items (a) - (f) of Landlord's Work (as set forth in Section 4.02) have not been substantially completed (as set forth in Section 4.04) by April 1, 2000 (hereinafter referred to as the Original Premises by October 15, 2005"Outside Date"), Tenant shall receive be entitled to terminate this Lease by notice (hereinafter referred to as the "Termination Notice") to Landlord sent within ten (10) days after the Outside Date (hereinafter referred to as the "Notice Date") which Termination Notice shall set forth a date (hereinafter referred to as the "Termination Date") upon which this lease shall terminate and which Termination Date shall be at least fifteen (15) business days after the Notice Date. In the event Tenant sends the Termination Notice as set forth above and items (a)-(f) of Landlord's Work shall not have been substantially completed by the Termination Date, this lease shall terminate, Landlord shall return to Tenant all pre-paid fixed rent abatement equal and security previously paid to Landlord hereunder and neither party shall have any further rights or obligations hereunder and said right of termination shall be Tenant's sole remedy for the failure of items (a)-(f) of Landlord's Work to have been substantially completed by the Termination Date. The Outside Date, the Notice Date and the Termination Date shall each be postponed by one (1) day of Fixed Annual Rent for each day subsequent to October 15, 2005 in which that items (a)-(f) of Landlord's Work is have not substantially completed. In the event Landlord's Work is not been substantially completed by November 1reason of (x) any willful or negligent act or omission by Tenant or any of its agents, 2005 employees, contractors or invitees or (y) any of the rent abatement shall be increased from one (1) day occurrences set forth in Section 21.03 of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delaythis lease.

FAILURE TO GIVE POSSESSION. 22.01. 3.01 If the Demised Premises, any portion thereof, Premises or any additional space to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the commencement of the term of this Lease lease or for the inclusion of such space by reason of the holding over or retention of possession by any tenant, subtenant or any occupant or for any reason whatsoever, then this Lease lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such the additional space space, as the case may be, shall be available for occupancy by TenantTenant 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 those affected portions of the Demised Premises or such the additional space until the same are so available for occupancy by Tenant; provided, however, unless specifically except as otherwise expressly set forth in this Lease to the contraryherein, that Tenant shall have no claim against LandlordLandlord and, 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 anyway any way to extend the term of this Lease lease. Landlord agrees to use reasonable efforts to obtain possession of the Demised Premises or such additional space, including, without limitation, the institution and furthermorediligent prosecution of hold-over proceedings, this in the event of a holdover. This Section 22.01 3.01 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 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 not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delay.

FAILURE TO GIVE POSSESSION. 22.0124. If Owner is unable to give possession of the Demised Premises, any portion thereof, or any additional space to be included within the Demised Premises shall not be available for occupancy by Tenant demised premises on the specific date (if any) hereinbefore designated for of the commencement of the term hereof, because of the holding-over or retention of possession of any tenant, undertenant or occupants, or if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured or for any other reason, Tenant may terminate this Lease and Owner shall return the Deposit and the Escrow Amount to Tenant within five (5) days of receipt of notice of such termination. 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 or for the inclusion of lease, Tenant covenants and agrees that such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date possession and/or occupancy shall be deemed to be postponed until under all the date when terms, covenants, conditions and provisions of this lease except the Demised Premises or such additional space shall be available for occupancy by Tenant, and Tenant shall not be entitled obligation to possession of those affected portions of pay the Demised Premises or such additional space until the same are available for occupancy by Tenant; provided, however, unless specifically fixed annual rent set forth in the preamble to 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 lease. The provisions of this Lease and furthermore, this Section 22.01 shall be deemed article are intended to be constitute “an express provision to the contrary contrary” within the meaning of Section 223-a of the New York Real Property Law Law. No Waiver: 25. The failure of Owner to seek redress for violation of, or to insist upon the strict performance of any covenant or condition of this lease or of any of the State 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 effect of New York an original violation. The receipt by Owner of rent and/or additional rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach and no provision of this lease shall be deemed to have been waived by Owner unless such waiver be in writing signed by Owner. No payment by Tenant 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 law 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 like import now a surrender of said premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or hereafter in force. Notwithstanding anything herein Owner’s agent shall have any power to accept the keys of said premises prior to the contrary, provided (i)Tenant approves termination of the Plan for lease and the Original Premises by no later than June 20, 2005 in accordance with Article A(2) and (ii) there are no Tenant Delays, delivery of keys to any such agent or employee shall not operate as hereinbefore defined, in a termination of the event Landlord is unable to substantially complete Landlord's Work in lease or a surrender of 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 not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delaypremises.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Demised PremisesPremises on the date of the commencement of the term hereof by reason of any of the following: (i) labor disputes and/or material shortages (ii) Force Majeure or Acts of God (iii) the hold over or retention of possession of any tenant, any portion thereoftenants, or occupants; or (iv) for any additional space to be included within the Demised Premises other reason, beyond Landlord's reasonable control, Landlord shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated subject to any liability for the commencement of term of this Lease or for failure to give possession on said date. Under such circumstances the inclusion of such space for any reason whatsoever, then this Lease rent reserved and covenanted to be paid herein shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed commence until the date when the Demised Premises or such additional space shall be are available for occupancy by Tenant, and Tenant shall not be entitled no such failure to give possession on the date of those affected portions commencement 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 term hereof 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 validity of this Lease or the obligation of Tenant hereunder. 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. If the Premises are ready for occupancy prior to the date of the commencement of the term hereof and furthermoreTenant occupies the Premises prior to said date, this Section 22.01 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 an express provision unready for Tenant's occupancy or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustment remain to be done in the Premises 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 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 and/or its subtenant or subtenants. Tenant shall be allowed to install a telephone system and computer network lines two weeks prior to the contrary commencement 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 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 not substantially completedthis Lease. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's Work is not substantially completed by November 1, 2005 the rent abatement architect shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayfinal and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Demised PremisesPremises 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, (iii) the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iv) for any additional space to be included within the Demised Premises other reason, 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 for occupancy to Tenant by Tenant Landlord, and no such failure to give possession on the specific date (if any) hereinbefore designated for Projected Commencement Date shall affect the commencement of term validity of this Lease or for the inclusion obligations of such space for any reason whatsoeverthe Tenant hereunder. At the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, then this the Lease shall not be affected thereby but, in such case, amended so that the Term shall be extended by the period of time possession is delayed. The said specific date Premises shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available ready for Tenant's occupancy by Tenant, 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 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 not substantially completed. 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 and/or its subtenant or subtenants. 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 to the contrary contained in this Section, if the Commencement Date has not substantially completed by November occurred on or before the later of (a) September 1, 2005 2005, or (b) sixty two (62) days after the 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 acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays including, without limitation Tenant's failure to approve architectural drawings or mechanical, electrical and plumbing drawings that are consistent with the approved space plan within two (2) business days of submission; and (ii) the Outside Completion Date shall be increased postponed by the number of days the Commencement Date is delayed due to events of force majeure. In the event the 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 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 one (1) day of Fixed Annual Rent for each day of delay 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 Fixed Annual Rent all personalty and other items placed therein by or on behalf of Tenant. Landlord shall not be liable for each day of delayany theft or damage to any items or materials stored in the Storage Space, it being understood that Tenant is using the Storage Space at its own risk.

FAILURE TO GIVE POSSESSION. 22.01(a) Notwithstanding anything to the contrary contained in this Lease, Tenant acknowledges that it has been advised by Landlord that certain portions of the demised premises initially demised to Tenant hereunder which are designated "Occupied" on Exhibit A-1 annexed hereto (such space is hereinafter called "Occupied Space") are currently under lease and/or occupied by tenants. For purposes of this Lease, (i) the Occupied Space shall be deemed to be comprised of 7,171 rentable square feet and (ii) Tenant's Proportionate Share allocable to the 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 inability to deliver to Tenant on the Commencement Date vacant possession of the Occupied Premises. Except as otherwise expressly set forth in this Lease, Tenant shall have no claim against Landlord, and Landlord shall have no liability to Tenant by reason of the delivery of possession of the Occupied Space to 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 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. Landlord agrees to use reasonable efforts to obtain possession of the Occupied Space, including, without limitation, where applicable, the institution and 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 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. (b) If Landlord shall not have delivered vacant possession of the Occupied Space to Tenant on or before January 1, 2001 with all of the Landlord's work specified in Section 2.01 completed, then Tenant shall, as its sole remedy therefor, have the right exercisable by February 1, 2001 (TIME BEING OF THE ESSENCE) to surrender and terminate any rights it then or hereinafter may have in and to the Occupied Space, as herein provided, by written notice (the "Occupied Space Notice") to Landlord. If Tenant fails to send the Demised PremisesOccupied Space Notice to Landlord on or before February 1, 2001, Tenant shall no longer have a right to surrender and terminate its rights in and to the Occupied Space. If Tenant shall send the Occupied Space Notice prior to February 1, 2001, then Landlord shall have no further rights to include the Occupied Space as the demised premises under this Lease and this Lease shall, without further action on the part of either party hereto, be deemed appropriately modified and the fixed rent and additional rent shall be appropriately adjusted; except that, upon request of either party hereto, the parties shall execute and deliver an amendment to this Lease memorializing the foregoing. (c) There shall be no fixed rent or additional rent payable with respect to any portion thereofof the Occupied Space until the later of (i) November 1, 2000, or any additional space (ii) the date which is three (3) months after the date such portion of such Occupied Space shall be delivered to be included within Tenant vacant with the Demised Premises items of Landlord's Work specified in Section 2.01 completed. 45.02 Without limiting anything contained in Section 45.01 above, if the demised premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the commencement of the term of this Lease or if any additional space to be included within the demised premises shall not be available for occupancy by Tenant on the date hereinafter designated for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises demised premises or such additional space shall be available for occupancy by Tenant, and Tenant shall not be entitled to possession of those affected portions of the Demised Premises 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 demised premises or such additional space available for occupancy by Tenant on said specific date or on the Commencement Date shall in no way wise affect the obligations of Tenant hereunder nor shall the same be construed in anyway any wise to extend the term of this Lease unless specifically provided to the contrary herein and furthermore, this Section 22.01 45.02 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 the foregoing, Landlord shall, subject to force majeure, deliver possession of the contraryentirety of the demised premises, provided (i)Tenant approves except the Plan for Occupied Space, on 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 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 not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delaydate hereof.

FAILURE TO GIVE POSSESSION. 22.019. Landlord represents that as of the date hereof the demised premises are vacant and not subject to any leases. If Landlord is unable to deliver possession of all or part of the Demised Premises, any portion thereof, or any additional space demised premises to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for Commencement Date hereof because of construction or work in the commencement Building or in all or part of term the demised premises, or the failure to obtain a certificate of this Lease or for the inclusion of such space for any reason whatsoeveroccupancy, then Landlord shall not, in any such event, be subject to any liability for failure to give possession on said date and the validity of this Lease shall not be affected thereby butimpaired under such circumstances, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 furthermoreLease, this Section 22.01 but provided that Tenant has satisfied the Documentary Requirements set forth below on or before April 15, 2009, the Free Rent Period shall be deemed 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 be an express provision to the contrary of Section 223-a deliver possession of the Real Property Law demised premises to Tenant or complete any work) until Landlord substantially completes Landlord’s Work and delivers to Tenant possession of all of the State of New York and any other law of like import now or hereafter in forcedemised premises. 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 definedHowever, in the event Landlord is unable to substantially complete Landlord's Work deliver possession of the demised premises in the Original Premises by October condition required hereon on or before December 31, 2009; provided that on or before April 15, 20052009 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 deemed terminated and be null and void and of no further force and effect, and the parties shall be mutually released of and from all rights and obligations hereunder, and the security deposit or Letter of Credit shall be promptly returned to Tenant. If, however, a termination notice shall not be given by Tenant on or before the Termination Date or if the demised premises are available for Tenant to take possession on or before the date the termination notice is given, then Tenant’s right to terminate this Lease under this Article shall be deemed waived and of no further force and effect. 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 make no structural changes in or to the demised premises of any nature without Landlord’s prior written 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 receive a rent abatement equal either (a) restore the demised premises to one the condition the demised premises were in as of the Commencement Date (1or such other date as Landlord completes Landlord’s Work) day or (b) pay Landlord at the end of Fixed Annual Rent 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 each day subsequent to October 15, 2005 this in which Landlord's Work is not substantially completedthis 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 Work is ’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 substantially completed 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 November 1any governmental or quasi-governmental bodies (and upon completion, 2005 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 rent abatement 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 sole remedy shall be increased to commence an expedited arbitration proceeding before the American Arbitration Association to 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 from one the selection of the arbitrator; provided however, that prior to Tenant resorting to expedited arbitration, Tenant shall notify Landlord by written notice (1“Arbitration Notice”) day of Fixed Annual Rent for each day of delay Tenant’s intent to two pursue such arbitration and Landlord and Tenant shall use reasonable efforts to resolve the matter without an arbitrator within thirty (230) days of Fixed Annual Rent the date Landlord receives Tenant’s Arbitration Notice. In the event an arbitration is commenced, the 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 to be made to the fire safety system, Tenant shall use only a contractor (or, if necessary, contractors) reasonably approved by Landlord and 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 day 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 delayLandlord 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 thirty (30) days 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 this Lease.

FAILURE TO GIVE POSSESSION. 22.01. If Subject to the Demised Premisesprovisions hereinafter set forth, in the event that Sublessor is unable to give possession of the Subleased Premises on the Commencement Date for any portion thereofreason, or any additional space to be included within the Demised Premises Sublessor shall not be available subject to any liability for occupancy by Tenant failure to give possession on the specific date (if any) hereinbefore designated for the commencement of term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 validity and, except as hereinafter provided, enforceability of the Demised Premises or such additional space available for occupancy by Tenant on said specific date or on Sublease shall not be impaired under the Commencement Date shall in no way affect the obligations of Tenant hereunder circumstances, nor shall the same be construed in anyway any way to extend the term of this Lease the Sublease, but Base Rent, Additional Rent, and furthermore, 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 available for Subtenant's occupancy. The provisions of this Section 22.01 shall be deemed 3 are intended to be constitute an express provision waiver by Subtenant of any rights to rescind the contrary of Sublease under Section 223-a of the New York Real Property Law or any successor statute of similar import then in force, and Subtenant further waives the right to recover any damages which may result or arise out of the State inability of New York and any other law Sublessor to deliver possession of like import now or hereafter in forcethe Subleased Premises on the Commencement Date. 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 definedcontrary contained herein, in the event Landlord is unable to substantially complete Landlord's Work in that the Original Premises by October 15, 2005, Tenant Commencement Date 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 not substantially completed. In the event Landlord's Work is not substantially completed by November have occurred on or before March 1, 2005 1997, then Subtenant at anytime thereafter shall have the rent abatement right to terminate this Sublease by giving at least fifteen (15) days' written notice to Sublessor, and such termination shall be increased from one effective at the end of such notice period unless (1i) day of Fixed Annual Rent for each day of delay to two the Commencement Date shall occur within such period, or (2ii) days of Fixed Annual Rent for each day of delaySubtenant in its sole discretion extends such period.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Demised Premises on the 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 Premises, (iii) Landlord is unable to give possession of the Premises by reason of the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iv) for any additional space to be included within the Demised Premises other reason, Landlord shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated subject to any liability for the commencement failure to give possession on said date. Under such circumstances (except as otherwise provided in Article III of term of this Lease or for the inclusion of such space for any reason whatsoeverWorkletter), then this Lease the Monthly Base Rent and the Rent Adjustments reserved and covenanted to be paid herein shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed commence until the date when the Demised Premises or such additional space shall be are available for occupancy by Tenant, and Tenant shall not be entitled to possession of those affected portions of the Demised Premises or no 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 give possession on the Commencement Date shall in no way affect the validity of this Lease or the obligations of Tenant hereunder hereunder, nor shall the same be construed in anyway to extend the term of this Lease 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 binding and furthermoreconclusive upon Tenant unless disputed by Tenant in writing within ten (10) days after the date of such notice. If the Premises are ready for occupancy prior to the Commencement Date and Tenant, this Section 22.01 with Landlord's written permission, occupies the Premises prior to said date, Tenant shall pay Monthly Base Rent and Rent Adjustments for the period of occupancy prior to the Commencement Date on a proportionate per diem basis. The Premises shall not be deemed to be an express provision unready for Tenant's occupancy or incomplete if: (i) only minor insubstantial details of construction, decoration or mechanical adjustments remain to be done in the contrary of Section 223-a of the Real Property Law of the State of New York and Premises or any other law of like import now part thereof, 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, if the delay in the event Landlord is unable availability of the Premises for occupancy shall be due to substantially complete Landlord's Work special work, changes, alterations or additions required to be made by Tenant in the Original 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 October 15Tenant through the delay of Tenant in submitting plans, 2005supplying 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 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 not substantially completedand/or its subtenant or subtenants. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's Work is not substantially completed by November 1, 2005 the rent abatement architect shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayfinal and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.01. If the Demised PremisesLandlord shall be unable to give possession of the 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 Initial Improvements are not Substantially Complete, (iii) the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iv) for any additional space to be included within the Demised Premises other reason, 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 for occupancy to Tenant by Tenant Landlord, and no such failure to give possession on the specific date (if any) hereinbefore designated for Projected Commencement Date shall affect the commencement of term validity of this Lease or for the inclusion obligations of such space for any reason whatsoeverthe Tenant hereunder. At the option of Landlord, then this to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall not be affected thereby but, in such case, amended so that the term shall be extended by the period of time possession is delayed. The said specific date Premises shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available ready for Tenant's occupancy by Tenant, 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 Work the Initial Improvements are Substantially Complete, or if the delay in the Original availability of the Premises by October 15, 2005, for occupancy shall be due to any Tenant shall receive a rent abatement equal to one (1) day Delay and/or default on the part of Fixed Annual Rent for each day subsequent to October 15, 2005 in which Landlord's Work is not substantially completedTenant and/or its subtenant or subtenants. In the event Landlord's Work is not substantially completed by November 1of any dispute as to whether the Initial Improvements are Substantially Complete, 2005 the rent abatement decision of a mutually acceptable architect shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayfinal and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.01. If Notwithstanding anything to the Demised Premisescontrary contained in this Lease, Landlord shall not in any portion thereof, manner be liable to Tenant for damages or any additional space other claim resulting from failure to construct the Building as shown on Exhibit "A" or to deliver the Premises or for any delay in commencing or completing any work Landlord is to perform or is authorized by Tenant to perform under Exhibit C, and Tenant hereby waives any such liability whatsoever and any right it may have to terminate this Lease. Provided that in the event Landlord fails to construct the Building as shown on Exhibit "A" within one (1) year after the date hereof, then Landlord shall have the option to terminate this Lease upon notice to Tenant. (a) If Landlord shall be included within unable to give possession of the Demised Premises on the Term Commencement Date by reason of the fact that the Premises is located in a building being constructed which has not been sufficiently completed to make the Premises ready for occupancy or by reason of the fact that a certificate of occupancy has not been procured or for any other reason, 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 possession of the Premises is given or the Premises is available for occupancy by Tenant on Tenant. Notwithstanding the specific forgoing, if the Term Commencement Date shall not have occurred within two (2) years after the date (if any) hereinbefore designated for the commencement of term of this Lease or for the inclusion of such space for any reason whatsoeverhereof, then this Lease shall automatically become null and void. In either case, Landlord shall reimburse Tenant for any advance rent paid or security deposit posted, and except for items which have been theretofore accrued and not yet paid and both parties hereto shall be affected thereby butrelieved of all obligations hereunder, in which event each party will, at the other's request, execute an instrument in recordable form containing a release and surrender of all right, title and interest in and to this Lease. (b) If the Building is not in the course of construction, and Landlord is unable to give possession of the Premises on the Term Commencement Date by reason of the holding over or retention of possession by any tenant, tenants, or occupants, or for any other reason, or if repairs, improvements or decoration of the Premises or of the Building are not completed, such case, said specific date inability by Landlord shall be deemed to not constitute a default under this Lease but the Term Commencement Date shall be postponed until such date as such holdover tenant or occupant shall give up possession of the date when Premises, and/or the Demised Premises repairs, improvements or such additional space shall be available for occupancy by Tenantdecorations have been completed, 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 commence on such Term Commencement Date as postponed (and the contrary of Section 223-a expiration date of the Real Property Law term 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 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 not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement Lease shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayextended by the same period as the Term Commencement Date is postponed).

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Demised PremisesPremises 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, (iii) the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iv) for any additional space to be included within the Demised Premises other reason, 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 for occupancy to Tenant by Tenant Landlord, and no such failure to give possession on the specific date (if any) hereinbefore designated for Projected Commencement Date shall affect the commencement of term validity of this Lease or for the inclusion obligations of such space for any reason whatsoeverthe Tenant hereunder. At the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, then this the Lease shall not be affected thereby but, in such case, amended so that the Term shall be extended by the period of time possession is delayed. The said specific date Premises shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available ready for Tenant’s occupancy by Tenant, 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 Landlord’s Work is unable to substantially complete Landlord's Work Substantially Complete, or if the delay in the Original availability of the Premises by October 15, 2005, for occupancy shall be due to any Tenant shall receive a rent abatement equal to one (1) day Delay and/or default on the part of Fixed Annual Rent for each day subsequent to October 15, 2005 in which Landlord's Work is not substantially completedTenant and/or its subtenant or subtenants. In the event Landlord's of any dispute as to whether the Landlord Work is not substantially completed by November 1Substantially Complete, 2005 the rent abatement decision of Landlord’s architect shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayfinal and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Demised Premises on the Commencement Date by reason of any of the following: (i) Landlord has not completed its preparation of the Premises, (ii) Landlord is unable to give possession of the Premises by reason of the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iii) for any additional space to be included within the Demised Premises other reason, Landlord shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated subject to any liability for the commencement of term of this Lease or for failure to give possession on said date. Under such circumstances the inclusion of such space for any reason whatsoever, then this Lease Monthly Base Rent and the Rent Adjustments reserved and covenanted to be paid herein shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed commence until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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; providedTenaxx, however, unless specifically set forth in this Lease xxless Landxxxx'x xailure to give possession of the Premises is due to the contraryfault of Tenaxx, that Tenant shall have xxd 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 give possession on the Commencement Date shall in no way affect the validity of this Lease or the obligations of Tenant hereunder hereunder, nor shall the same be construed in anyway to extend the term of this Lease Lease. If the Premises are ready for occupancy prior to the Commencement Date and furthermoreTenant occupies the Premises prior to said date, this Section 22.01 Tenant shall pay Monthly Base Rent and Rent Adjustments for the period of occupancy prior to the Commencement Date on a per diem basis. The Premises shall not be deemed to be an express provision unready for Tenant's occupancy or incomplete if only minor insubstantial details of construction, decoration or mechanical adjustments remain to be done in the contrary of Section 223-a Premises or any part thereof, or if the delay in the availability of the Real Property Law 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 State Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of New York and any other law 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 like import now Tenant and/or its subtenant 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 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 not substantially completedsubtenants. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's Work is not substantially completed by November 1, 2005 the rent abatement space planner shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayfinal and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of Premises on the Demised Premisesdate of the commencement of the term hereof by reason of the fact that Premises are located in a portion of the Project being constructed and which has not been sufficiently completed to make Premises ready for occupancy or by reason of the fact that a certificate of occupancy has not been procured or for any other reason, or if the Project is not in course of construction and Landlord is unable to give possession of Premises on the date of the commencement of the term hereof by reason of the holding over of any tenant or tenants or for any other reason, or if repairs, alterations, improvements or decorations of Premises or of the Project or any of the areas used in connection with the operation of the Project are not completed, any portion thereof, or any additional space to such delay resulting therefrom shall be included within the Demised Premises deemed excused and Landlord shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated subject to any liability for the commencement of term of this Lease or for failure to give possession on said date. Under such circumstances, the inclusion of such space for any reason whatsoever, then this Lease Rent reserved and covenanted to be paid herein shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed commence until the date when the Demised possession of Premises is given or such additional space shall be Premises is available for occupancy by Tenant, and Tenant shall not be entitled unless such delay is the fault of Tenant. No such failure to give possession of those affected portions on the date of the Demised Premises commencement of the term shall in any way affect or such additional space until impair the same are available for occupancy by Tenant; provided, however, unless specifically set forth in validity of 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 hereunder, nor shall the same be construed in anyway any way to extend the term of this Lease and furthermoreLease. If permission is given to Tenant to enter into the possession of Premises or to occupy premises other than Premises prior to the date specified as the commencement of the term of this Lease, this Section 22.01 such occupancy shall be deemed to be an express provision to under all the contrary terms, covenants, conditions, provisions and agreements 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 contrarythis Lease including, 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 Work in the Original Premises by October 15, 2005without limitation, Tenant shall receive a rent abatement equal hereby agreeing to one (1) day pay Rent at the same rate as though the term of Fixed Annual Rent for each day subsequent to October 15, 2005 in which Landlord's Work is not substantially completedthis Lease had commenced. In the event Landlord's Work is not substantially completed by November 1the Premises are to be delivered in stages, 2005 the rent abatement then this provision shall be increased from one (1) day of Fixed Annual Rent for apply to each day of delay to two (2) days of Fixed Annual Rent for each day of delaystage separately.

FAILURE TO GIVE POSSESSION. 22.01. If Landlord shall be unable to give possession of the Demised PremisesPremises on the Projected Commencement Date by reason of the following: (i) despite Landlord’s commercially reasonable efforts in pursuing the same, any portion thereofthe Landlord Work is not Substantially Complete, or (ii) for any additional space to be included within the Demised Premises other reason beyond Landlord’s reasonable control, 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 for occupancy to Tenant by Tenant Landlord in the condition required under this Lease, and no such failure to give possession on the specific date (if any) hereinbefore designated for Projected Commencement Date shall affect the commencement of term validity of this Lease or for the inclusion obligations of the Tenant hereunder. In the event of any dispute as to whether the Landlord Work is Substantially Complete, such space for any reason whatsoeverdispute will be subject to resolution pursuant to the arbitration provision of Section 6 of the Workletter. Notwithstanding the foregoing, then this Lease shall if the Commencement Date (as determined pursuant to Section 2.4) has not be affected thereby butoccurred on or before the date that is thirty (30) days 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 case, said specific date Projected Commencement Date shall be deemed to be postponed until extended on a day-for-day basis for each day that the date when the Demised Premises or such additional space shall be available for occupancy by Commencement Date is delayed as a consequence of any events of Force Majeure ), Tenant, 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 except as otherwise set forth in this Lease to the contrarynext succeeding paragraph, that Tenant shall have no claim against Landlord, and Landlord shall have no liability to Tenant by reason of any as its sole remedy for 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 late delivery of the Real Property Law Premises (so long as Landlord has continued to use commercially reasonable efforts to pursue completion 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, Improvements in the event Landlord is unable to substantially complete Landlord's Work in the Original Premises by October 15Premises), 2005, Tenant shall receive a rent abatement equal to one (1) day of Fixed Annual abatement of Monthly Base Rent for each day subsequent between such thirtieth (30th) day after such Projected Commencement Date (subject to October 15the extension specified above) and the actual Commencement Date of this Lease, 2005 such Monthly Base Rent abatement to be applied to the first month(s) of Monthly Base Rent payable under this Lease, as specified in which Landlord's Work Section 1.1(8) above. Notwithstanding the foregoing, if the Commencement Date (as determined pursuant to Section 2.4) has not occurred on or before the date that is not substantially completed. In one hundred eighty (180) days after the event Landlord's Work Projected Commencement Date (as such Projected Commencement Date is not substantially completed by November 1determined following the resolution of the assumptions specified in the Project Schedule set forth as Schedule 2 to Exhibit C hereto, 2005 the rent abatement as described in Section 1.1(6) above, and as such Projected Commencement Date shall be increased from one (1) extended on a day-for-day of Fixed Annual Rent basis for each day that the Commencement Date is delayed as a consequence of delay any events of Force Majeure ), then, in addition to two the remedy set forth in the immediately preceding paragraph, Tenant shall have the right to terminate this Lease at any time thereafter upon ten (210) days days’ notice to Landlord, in which case this Lease shall terminate as of Fixed Annual Rent for each the tenth (10th) after Landlord’s receipt of such notice from Tenant (including, if applicable, this Lease as it pertains to 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 event this Lease is so terminated, then any ROFR Space Lease entered into pursuant to Section 2.11, if any, and any lease of delayAvailable Premises entered into pursuant to Section 2.12, if any, shall also terminate as of the effective date of the termination of this Lease.

FAILURE TO GIVE POSSESSION. 22.01. If Tenant waives any right to rescind this Lease under Section 223-a of the Demised Premises, any portion thereof, New York Real Property law or any additional space successor statute of similar nature and purpose then in force and further waives the right to be included within recover any damages which may result from Landlord's failure for any reason to deliver possession of the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated set forth in Section 1.1 hereof for the commencement of term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease Term. If the Commencement Date shall not be affected thereby butoccur on or prior to August 17, in 2000, and provided that Tenant is not responsible for such casenon-occurrence, said specific date except as hereinafter provided, the Rent Commencement Date and the Fixed Expiration Date shall be deemed to each be postponed until by one day for each day subsequent to August 17, 2000 that Landlord fails to deliver possession of the Premises to Tenant. No such failure to give possession on the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 Section 1.1 hereof for the contrary, that Tenant shall have no claim against Landlord, and Landlord shall have no liability to Tenant by reason commencement 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 Term or on the Commencement Date shall in no 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 the same be construed in anyway any way to extend the term of Term except as provided in this Article 22; provided however, that if the Commencement Date shall not have occurred on or prior to September 1, 2000, Tenant may elect to terminate this Lease and furthermoreby notice to Landlord given by September 5, 2000. If Tenant shall terminate this Lease in a timely fashion as aforesaid, this Section 22.01 Lease shall be deemed to be an express provision to terminate on the contrary of Section 223-date Landlord shall receive such notice and neither Landlord nor Tenant shall have any further rights or obligations hereunder except those that expressly survive such termination. If Tenant shall not terminate this Lease in a of the Real Property Law of the State of New York timely fashion as aforesaid, this Lease shall continue in full force 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 effect 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 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 not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayits terms.

FAILURE TO GIVE POSSESSION. 22.01. If Notwithstanding anything to the Demised Premisescontrary contained in this Lease, Landlord shall not in any portion thereof, manner be liable to Tenant for damages or any additional space other damn resulting from failure to deliver the Premises or for any delay in commencing or completing any work Landlord is to perform or is authorized by Tenant to perform under Exhibit C, and Tenant hereby waives any such liability whatsoever and any right it may have to terminate this Lease. (a) If Landlord shall be included within unable to give possession of the Demised Premises on the Term Commencement Date by reason of the fact that the Premises is located ml a building being constructed which has not been sufficiently completed to make the Premises ready for occupancy or by reason of the fact that a certificate of occupancy has not been procured or for any other reason, 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 possession of the Premises is given or the Premises is available for occupancy by Tenant on Tenant. Notwithstanding the specific forgoing, if the 'Term Commencement Date shall not have occurred within two (2) years after use date (if any) hereinbefore designated for the commencement of term of this Lease or for the inclusion of such space for any reason whatsoeverhereof, then this Lease shall automatically become null and void. In either case, Landlord shall reimburse Tenant for any advance rent paid or security deposit posted, and except for items which have been theretofore accrued and not yet paid and both parties hereto shall be affected thereby butrelieved of all obligations hereunder, in which event each party will, at the other's request, execute an instrument in recordable form containing a release and surrender of all right, title and interest in and to this Lease. (b) If the Building is not in the course of construction, and Landlord is unable to give possession of the Premises on the Term Commencement Date by reason of the holding over or retention of possession by any tenant, tenants, or occupants, or for any other reason, or if repairs, improvements or decoration of the Premises or of the Building are not completed, such case, said specific date inability by Landlord shall be deemed to not constitute a default under this Lease but the Term Commencement Date shall be postponed until such date as such holdover tenant or occupant shall give up possession of the date when Premises, and/or the Demised Premises repairs, improvements or such additional space shall be available for occupancy by Tenantdecorations have been completed, 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 commence on such Term Commencement Date as postponed (and the contrary of Section 223-a expiration date of the Real Property Law term 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 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 not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement Lease shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayextended by the same period as the Term Commencement Date is postponed).

FAILURE TO GIVE POSSESSION. 22.01. If the Demised PremisesLandlord shall be unable to give -------------------------- possession of the demised premises on the date of the commencement of the term f by reason of any of the following: (i) the Landlord has not completed its of the demised premises, (ii) the Landlord is unable to give possession of the demised premises by reason of the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iii) for any additional space to be included within the Demised Premises other reason, Landlord shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated subject to any liability for the commencement of term of this Lease or for failure to give possession on said date. SEE RIDER SECTION 38. Under such circumstances the inclusion of such space for any reason whatsoever, then this Lease rent reserved and covenanted to be paid herein shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed commence until the date when the Demised Premises or such additional space shall be demised premises are available for occupancy by Tenant, and Tenant shall not be entitled no such failure to give possession on the date of those affected portions commencement of the Demised Premises or such additional space until term hereof shall affect the same are available for occupancy by Tenant; provided, however, unless specifically set forth in validity of 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 the Tenant hereunder hereunder, nor shall the same be construed in anyway to extend the term of this Lease Lease. If the demised premises are ready for occupancy prior to the date of the commencement of the term hereof and furthermoreTenant occupies the premises prior to said date, this Tenant, shall pay rental including amounts stated in Section 22.01 5 for the period of occupancy prior to the date of the commencement of the term hereof at the proportionate rental to the rent reserved herein. The said demised premises shall not be deemed to be an express provision 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 contrary of Section 223-a demised 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 Real Property Law demised premises or any part thereof or shall be caused in whole or in part by Tenant 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 State part of New York and any other law of like import now Tenant and/or its subtenant 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 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 not substantially completedsubtenants. In the event of any dispute as to whether the premises are ready for Tenant's occupancy, the decision of Landlord's Work is not substantially completed by November 1, 2005 the rent abatement architect shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delayfinal and binding on the parties.

FAILURE TO GIVE POSSESSION. 22.0124. If Owner is unable to give possession of the Demised Premisesdemised premises on the Anticipated Commencement Date (as defined in Article 46) because of the holding-over or retention of possession of any tenant, any portion thereofundertenant or occupants, or 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 additional space to be included within the Demised Premises other reason, Owner shall not be available subject to any liability for occupancy by Tenant failure to give possession on said date and the specific date (if any) hereinbefore designated for validity of the commencement of term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease lease shall not be affected thereby butimpaired under such circumstances, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, 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 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 until possession of the Premises 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 (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 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. 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 furthermoreany security deposit or letter of credit delivered to Owner under this Lease, whereupon neither Owner nor Tenant shall have any further obligations of any kind whatsoever to the other under this Section 22.01 Lease, except as otherwise expressly provided to the contrary in this Lease. If permission is given to Tenant to enter into possession of the demises premises, or to occupy premises other than the demised premises, prior to the Commencement Date, Tenant 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, 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 contrary" within the meaning of Section 223-a of the New York Real Property Law 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 State 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 effect of New York 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 not be deemed a waiver of such breach, and no provision of this lease shall be deemed to 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 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 law 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 like import now a surrender of the demised premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or hereafter in force. Notwithstanding anything herein Owner's agent shall have any power to accept the keys of said premises prior to the contrarytermination of the lease, provided (i)Tenant approves and the Plan for delivery of keys to any such agent or employee shall not operate as a termination of 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 lease or a surrender of the event Landlord is unable to substantially complete Landlord'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 not substantially completed. In the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement shall be increased from one (1) day of Fixed Annual Rent for each day of delay to two (2) days of Fixed Annual Rent for each day of delaydemised premises.

FAILURE TO GIVE POSSESSION. 22.01. If the Demised PremisesLandlord shall be unable to give possession of the 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, (iii) the holding over or retention of possession of any portion thereoftenant, tenants or occupants, or (iv) for any additional space to be included within the Demised Premises other reason, 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 for occupancy to Tenant by Tenant Landlord, and no such failure to give possession on the specific date (if any) hereinbefore designated for Projected Commencement Date shall affect the commencement of term validity of this Lease or for the inclusion obligations of such space for any reason whatsoeverthe Tenant hereunder. At the option of Landlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, then this the Lease shall not be affected thereby but, in such case, amended so that the term shall be extended by the period of time possession is delayed. The said specific date Premises shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available ready for Tenant's occupancy by Tenant, 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 Substantially Complete 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 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 not substantially completed. In the event Landlord's Work is not substantially completed by November Substantially Complete 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 Tenant and/or its subtenant or subtenants. 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 any provision of this Section to the contrary, in either event described below, as Tenant's sole and exclusive remedy, Tenant shall have the option to terminate this Lease on the terms and conditions described below: (a) if on or before August 1, 2005 2000 (the rent abatement "Recovery Deadline") Landlord does not have possession of the Premises, including possession of that part of such space which as of the date hereof is occupied by a third party, Tenant shall have the option exercisable by giving written notice to Landlord within three (3) business days after the Recovery Deadline to terminate this Lease. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and if Landlord does not have possession of the Premises on or before the date which is thirty (30) days following the Recovery Deadline, then Tenant shall again have the option to terminate this Lease in the manner described above and such date shall constitute the new Recovery Deadline; it being the intention of the parties that Tenant shall have a recurring termination option after each such period following the initial Recovery Deadline if Landlord does not have possession of the Premises by the end of each such period. (b) if Landlord does not tender to Tenant possession of the Premises with the Landlord Work Substantially Complete on or before the Sunset Date (defined below), Tenant shall have the option exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date to terminate this Lease. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and if Landlord does not tender possession of the Premises with the Landlord Work Substantially Complete on or before the date which is thirty (30) days following the Sunset Date, then Tenant shall again have the option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such period following the initial Sunset Date if Landlord does not tender possession of the Premises with the Landlord Work Substantially Complete by the end of each such period. As used in this Lease, "Sunset Date" means the sixtieth (60th) day after the actual date Landlord regains possession of the space from the existing occupant, and the initial Sunset Date and any succeeding new Sunset Dates shall be increased from one (1) day extended by the number of Fixed Annual Rent for each day days of delay due to two (2) Force Majeure plus the number of days of Fixed Annual Rent for each day Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of delayForce Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Date.

FAILURE TO GIVE POSSESSION. 22.01. If the Demised Premises, any portion thereof, or any additional space Landlord is unable to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the commencement of term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, and Tenant shall not be entitled to give possession of those affected portions of the Demised Premises on the date of the commencement of the term hereof, because of the holding-over or such additional space until the same are available for occupancy retention of possession of any tenant, undertenant or occupants, or if Landlord has not completed any work required to be performed by Tenant; provided, however, unless specifically set forth in this Lease to the contrary, that Tenant shall have no claim against Landlord, and or for any other reason, Landlord shall have no not be subject to any liability for failure to Tenant by reason of any such postponement of give possession on said specific date, date and the parties hereto further agree that any failure to have validity of the Demised Premises or lease shall not be impaired under 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 circumstances, nor shall the same be construed in anyway any manner to extend the term of this Lease lease, but the 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, and furthermorethe period of free rent specified in Article 41 shall not commence until five (5) business days after such notice is given. 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, this Section 22.01 Tenant covenants and agrees that such occupancy shall be deemed to be 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 contrary" within the meaning of Section 223-a of the New York Real Property Law of the State of New York and any other law of like import now or hereafter in forceLaw. 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 definedforegoing provisions of this Lease, in the event that Landlord is unable fails to substantially complete Landlord's Work in deliver possession of the Original Demised Premises by October 15on or prior to December 31, 20051998, Tenant shall receive a rent abatement equal have the right to one terminate this Lease within the following ten (110) day days by giving notice thereof to Landlord. Upon receipt of Fixed Annual Rent for each day subsequent to October 15such notice by Landlord, 2005 in which Landlord's Work is not substantially completed. In all liability between the event Landlord's Work is not substantially completed by November 1, 2005 the rent abatement parties hereto shall be increased from one (1) day extinguished, except that Landlord shall return to Tenant any monies deposited with Landlord pursuant to this Lease. The foregoing right of Fixed Annual Rent for each day termination shall be Tenant's exclusive remedy with respect to the failure to deliver possession, subject to the provisions of delay to two (2) days of Fixed Annual Rent for each day of delayArticle 54 hereof.

FAILURE TO GIVE POSSESSION. 22.01. If the Demised Premises, any portion thereof, or any additional space Landlord is unable to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated for the commencement of term of this Lease or for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available for occupancy by Tenant, and Tenant shall not be entitled to give possession of those affected portions of the Demised Premises on the date of the commencement of the term hereof, because of the holding-over or such additional space until the same are available for occupancy retention of possession of any tenant, undertenant or occupants, or if Landlord has not completed any work required to be performed by Tenant; provided, however, unless specifically set forth in this Lease to the contrary, that Tenant shall have no claim against Landlord, and or for any other reason, Landlord shall have no liability not be subject to Tenant by reason of any such postponement of liability, except as provided below, for failure to give possession on said specific date, date and the parties hereto further agree that any failure to have validity of the Demised Premises or lease shall not be impaired under 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 circumstances, nor shall the same be construed in anyway any manner to extend the term of this Lease lease, but the 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 covenants and furthermore, this Section 22.01 agrees that such occupancy shall be deemed to be 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 contrary" within the meaning of Section 223-a of the Real Property Law of the State of New York and any other law Real ------------- Property Law. ------------ Notwithstanding the foregoing provisions 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 definedthis Lease, in the event that Landlord is unable fails to substantially complete deliver possession of the Demised Premises with Landlord's Work in substantially complete on or prior to the Original Premises by October 15, 2005date which is forty five (45) days from the date of lease execution, Tenant shall receive a be entitled to an additional day for day abatement of fixed rent abatement equal to one (1) day of Fixed Annual Rent for each day subsequent to October 15, 2005 in which past forty five (45) days that Landlord's Work is not substantially completedcomplete. In Tenant may have access to the event Demised Premises during performance of Landlord's Work and each party and their contractors shall cooperate with each other so as to minimize interference with Landlord's Work and Tenant's Work respectively. Notwithstanding the foregoing provisions of this Lease, in the event that Landlord fails to deliver possession of the Demised Premises with Landlord's Work substantially complete (as defined below) on or prior to the date which is not substantially completed six (6) months from the date of execution of this Lease, Tenant shall have the right to terminate this Lease within the following ten (10) business days by November 1giving notice thereof to Landlord. Upon receipt of such notice by Landlord, 2005 all liability between the rent abatement parties hereto shall be increased from one (1) day extinguished, except that Landlord shall return to Tenant any monies deposited with Landlord pursuant to this Lease. The foregoing right of Fixed Annual Rent for each day of delay termination shall be Tenant's exclusive remedy with respect to two (2) days of Fixed Annual Rent for each day of delaythe failure to deliver possession.

FAILURE TO GIVE POSSESSION. 22.01. 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 deliver to Tenant possession of the Demised Premises, Premises or any other portion thereofof the Building that is to be added to, or included with, the premises demised under this Sublease, on any additional space to be included within the Demised Premises shall not be available for occupancy by Tenant on the specific date (if any) hereinbefore designated specified in this Sublease for the commencement of the term of this Lease or Sublease for the inclusion of such space for any reason whatsoever, then this Lease shall not be affected thereby but, in such case, said specific date shall be deemed to be postponed until the date when the Demised Premises or such additional space shall be available other portion(s) of the Building or for occupancy by Tenant, and Tenant shall not be entitled to such delivery of possession of those affected the Premises or of such other portion(s) of the Building (including by reason of a holdover in the Premises or such other portions of the Demised Premises Building by the tenant or such additional space until the same are available for occupancy by Tenant; providedany other occupant thereof, howeverother than a tenant or other occupant that is Landlord or an Affiliate of Landlord), unless specifically set forth in Tenant shall have no right to rescind this Lease to the contrary, that Tenant 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 any such postponement of said specific datefailure or inability, and the parties hereto further agree that any such failure to have the Demised Premises or such additional space available for occupancy by Tenant on said specific date or on the Commencement Date 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 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 shall be deemed postponed until the date that the Premises or of such other portion(s) of the Building, as the case may be, shall be available for occupancy by Tenant or any Tenant Party, nor shall the same be construed in anyway any way to extend the term of this Lease and furthermoreSublease, this nor shall Tenant be entitled to any damages therefor. This Section 22.01 3.01 shall be deemed to be an express provision to the contrary for purposes of Section 223-a of the New York Real Property Law of the State of New York and any other law of like import now or hereafter in force. effect. (a) Notwithstanding anything herein to the contrarycontrary contained in this Sublease, provided subject to extension due to Unavoidable Delay (i)Tenant approves which extension shall not exceed ninety (90) days in the Plan for the Original Premises by no later than June 20, 2005 in accordance with Article A(2aggregate) and Tenant Delay, if the Commencement Date has not occurred on or before August 1, 2011, then commencing on the [***], the Base Rent applicable to the 5th Floor Premises (iito the extent the 5th Floor Premises is a part of the Premises), the 6th Floor Premises and the 7th Floor Premises shall [***]; provided, however, if the Commencement Date has not occurred on or before September 30, 2011, then commencing on October 1, 2011 the aforesaid [***] shall be [***]. (b) there are no Tenant DelaysNotwithstanding anything to the contrary contained in this Sublease, as hereinbefore defined, subject to extension due to Unavoidable Delay (which extension shall not exceed ninety (90) days in the event Landlord is unable to substantially complete Landlord's Work in aggregate) and Tenant Delay, if the Original Premises by October 15Commencement Date has not occurred on or before February 1, 20052012, then Tenant shall receive a rent abatement equal have the right to one (1) day terminate this Sublease by giving Landlord notice thereof on or before February 10, 2012, TIME BEING OF THE ESSENCE with respect to the giving of Fixed Annual Rent for each day subsequent to October 15, 2005 in which Landlord's Work is not substantially completedsuch termination notice. In the event Landlord's Work is that Tenant gives Landlord such termination notice, both parties hereto shall be released and relieved of any and all further obligations hereunder or in connection herewith, subject to Tenant’s restoration obligations as set forth herein and any indemnity obligations of either party that survive the termination of this Sublease. In the event that this Sublease terminates pursuant to this subsection (b), then, within thirty (30) days after the giving of such termination notice, Tenant shall surrender to Landlord those portions of the Premises that have theretofore been delivered to Tenant and shall remove all Tenant’s Property from the Premises and the Building and repair all damage to the Premises and Building caused by such removal, and, within ninety (90) days after the giving of such termination notice, Tenant shall remove all of the Roof Installations, if any, from the Building and repair all damage to the Building caused by such removal. (c) Notwithstanding anything to the contrary contained in this Sublease, subject to extension due to Unavoidable Delay (which extension shall not substantially completed by November exceed ninety (90) days in the aggregate), if the Commencement Date has not occurred on or before August 1, 2005 2012, then Landlord shall have the rent abatement right to terminate this Sublease by giving Tenant notice thereof on or before August 10, 2012, TIME BEING OF THE ESSENCE with respect to the giving of such termination notice. In the event that Landlord gives Tenant such termination notice, both parties hereto shall be increased from one [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. released and relieved of any and all further obligations hereunder or in connection herewith, subject to Tenant’s restoration obligations as set forth herein and any indemnity obligations of either party that survive the termination of this Sublease. In the event that this Sublease terminates pursuant to this subsection (1) day of Fixed Annual Rent for each day of delay to two c), then, within thirty (230) days after the giving of Fixed Annual such termination notice, Tenant shall surrender to Landlord those portions of the Premises that have theretofore been delivered to Tenant and shall remove all Tenant’s Property from the Premises and the Building and repair all damage to the Premises and Building caused by such removal, and, within ninety (90) days after the giving of such termination notice, Tenant shall remove all of the Roof Installations, if any, from the Building and repair all damage to the Building caused by such removal. (d) Any dispute between Landlord and Tenant concerning any aspect of Landlord delivering possession of any portion of the Premises to Tenant or the rights and remedies of Tenant set forth in Section 3.02 may be resolved by either party submitting such dispute to arbitration as provided in Article 34. Until such dispute is resolved either by mutual agreement of Landlord and Tenant or pursuant to arbitration, the Premises shall remain as Landlord contends and, if Tenant prevails in such dispute, there shall be a retroactive adjustment in Base Rent for each day of delayand Additional Rent and any other retroactive adjustments as may be appropriate.