Common use of Occupancy Clause in Contracts

Occupancy. (a) If the premises are not ready for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If the premises are not ready for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant Xxxxxx further understands and agrees that Landlord Xxxxxxxx makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for TenantXxxxxx's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If In the event that LESSEE takes possession of said leased premises are not ready prior to the start of said term, LESSEE will perform and observe all of LESSEE's covenants from the date upon which LESSEE takes possession except the obligation for Tenant's occupancy on the term commencement date, then this Lease payment of extra rent for any period of less than one month. LESSEE shall not be affected thereby butremove LESSEE's goods or property from the leased premises other than in the ordinary and usual course of business, in without having first paid and satisfied LESSOR for all rent which may become due during the entire term of this lease. LESSOR shall have the right to relocate LESSEE to another facility upon prior written notice to LESSEE and on terms comparable to those herein. If LESSOR relocates LESSEE, LESSOR shall reimburse LESSEE for LESSEE's reasonable out-of-pocket expenses for moving LESSEE's furniture, equipment, and supplies from the leased premises to the relocation space and for reprinting LESSEE's stationery of the same quality and quantity as LESSEE's stationery supply on hand immediately before LESSOR's notice to LESSEE of the exercise of this relocation right. Upon such caserelocation, such specific date the relocation space shall be deemed to be postponed until the date when leased premises and the premises are ready for Tenant's occupancy terms of the lease shall remain in full force and Tenant shall not have any claim against Landlord, and Landlord shall have no liability apply to Tenant, by reason of any such postponement of such specific datethe relocation space. In the event that LESSEE continues to occupy or control all or any part of the term commencement date leased premises after the agreed termination of this lease without the written permission of LESSOR, then LESSEE shall be postponedliable to LESSOR for any and all loss, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended damages or expenses incurred by the number of days equal to the number of days by which the term commencement date was so postponed andLESSOR, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required terms of this lease shall continue to apply except that rent shall be modified by reason due in full monthly installments at a rate of one hundred fifty percent (150%) of that which would otherwise be due under this lease, it being understood between the parties that such postponement. The parties hereto agree that this Article 2 constitutes an express provision extended occupancy is as to the time a tenant at which Landlord shall deliver possession of the premises to Tenant, sufferance and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof is solely for the use permitted hereunderbenefit and convenience of LESSEE and as such has greater rental value. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at TenantLESSEE's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use control or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy all or any part of the premises, leased premises beyond noon on the last day of any monthly rental period shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenantconstitute LESSEE's occupancy for the use permitted hereunder includingan entire additional month, but not limited to, the construction of demising walls. (f) If, by reason and increased rent as provided in this section shall be due and payable immediately in advance. LESSOR's acceptance of any of the provisions of this Lease, the fixed rent under this Lease payments from LESSEE during such extended occupancy shall commence on any day other than the first day of not alter LESSEE's status as a calendar month, the fixed rent for such calendar month shall be proratedtenant at sufferance. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If Sublessee shall use and occupy the premises are not ready Subleased Premises solely for Tenant's occupancy on (i) research and development; (ii) cell culturing and other operations for the term commencement datepreparation of therapeutic vaccine and/or other services for (A) support of human clinical trials and (B) potential commercial purposes; and (iii) the development and or commercialization of other products related or substantially similar thereto. Sublessee has conducted an inspection, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed or been afforded the opportunity to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponedinspect, the expiration date of Subleased Premises and shall accept the term of this Subleased Premises “as is” and “where is”, subject to Lessor’s obligations for maintenance and repair under the Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant subject to any other law of like import now or hereafter in forcelatent defects. (b) Tenant understandsSublessee covenants that it will occupy the Subleased Premises in accordance with the terms of the Lease and will not suffer to be done or omit to do any act that may result in a violation of or a default under any of the terms and conditions of the Lease, or render Sublessor liable for any charge or expense arising out of, by reason of, or resulting from, Sublessee’s failure to perform or observe any of the terms and covenants and agrees, conditions of the Lease pertaining to the Subleased Premises. (c) Sublessee agrees that Landlord Sublessor shall not be required to perform any work of the covenants and obligations of Lessor under the Lease and, insofar as any of the covenants and obligations of Sublessor hereunder are required to be performed under the Lease by Lessor thereunder, Sublessee acknowledges that Sublessor shall be entitled to look to Lessor for such performance. Any default or there installations in failure of performance by Lessor shall not affect this Sublease or to the premises waive or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement datedefer any of Sublessee’s obligations hereunder; provided, however, Landlord shall deliver that in the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility event of any such compressor default or failure of performance by Lessor, Sublessor shall take such action as may reasonably be required, under the circumstances, to secure such performance upon Sublessee’s written request therefor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole Sublessee’s cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If the premises are not ready for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) . Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) . Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) . Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) . Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) . If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) . A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) The Leased Premises shall be deemed ready for occupancy on the earliest date on which all of the following conditions have been met: (i) Landlord's Work, and so much of Tenant's Finish Work as Landlord shall have undertaken pursuant to the Tenant's Work Letter described in Paragraph 24 hereof and attached hereto as Exhibit "C" and made a part hereof in the Leased Premises have been substantially completed; and they shall be so deemed notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment, or decoration remain to be performed, the non-completion of which does not interfere with Tenant's use of the Leased Premises; and (ii) Reasonable means of access and facilities necessary to Tenant's use and occupancy of the Leased Premises, including corridors, elevators and stairways and heating, ventilating, air conditioning, sanitary, water and electrical facilities, have been installed and are in reasonably good operating order and available to Tenant. Landlord shall give Tenant a preliminary notice estimating when the conditions listed in subsections (i) and (ii) above will be met, on a date which shall be at least 10 days prior to the estimated date set forth in such preliminary notice. Any variance between the date so estimated and the date such conditions are met shall be of not consequence, except as herein modified. (b) If any of the conditions listed in Paragraph 4(a) shall be delayed due to any act or omission of Tenant or any of its employees, agents or contractors or of any failure (not due to any act or omission of Landlord or any of its employees, agents or contractors) to plan or complete Tenant's Finish Work diligently and expeditiously, which shall continue after Landlord shall have given Tenant reasonable notice that such act, omission or failure would result in delay, and such delay shall have been unavoidable by landlord in the exercise of reasonable diligence and prudence, the Leased Premises shall be deemed ready for occupancy on the date when they would have been ready but for such delay. (c) If and when Tenant shall take actual possession of the Leased Premises, it shall be conclusively presumed that the same were in satisfactory condition (except for latent defects) as of the date of such taking of possession. Tenant shall take actual possession of the Leased Premises on the date Landlord advises that same have been completed notwithstanding the fact that minor items remain to be completed to long as the items to be completed shall not interfere with Tenant's use of the Leased Premises. In such event, Tenant shall provide Landlord with a punch list of items remaining to be completed which items shall be completed within thirty (30) business days. Except to the extent specifically provided in the punch list, Tenant's occupation of the Leased Premises shall be conclusively presumed to operate to terminate all of Landlord's obligation under the Work Letter. Tenant shall provide Landlord with a letter accepting the Leased Premises, in form and substance satisfactory to comply with any requirements for same contained in any mortgage constituting a lien on the premises of which the leased Premises are a part. (d) In the event that the Leased Premises are not ready for Tenant's occupancy on at the time of the commencement of the term commencement datefixed by this Lease, then this Lease shall not be affected thereby butthereby, but in such event no rent shall be due hereunder until Landlord shall have given notice to the Tenant pursuant to Paragraph 4(a) hereof or Tenant shall have in fact occupied the Leased Premises unless the reason for the Premises not being ready are due to acts of Tenant, in such case, such specific date which case rent shall be deemed due as called for under the terms of the Lease, provided, however, that in the event Landlord for any reason shall be unable to give Tenant notice that the Leased Premises will be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In later than two (2) months after the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article Paragraph 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at then Tenant's sole cost and expense, right shall be permitted to install an air conditioning generator in the premises and notify Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premiseselection to terminate this agreement. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If 1.1 The license can be held to occupy the premises residency if the all of the following are not ready for Tenant's occupancy met: • The Individual is a student or employee of the Grimsby Institute of Further and Higher Education; • The Individual is over the age of 18 on the term commencement datedate of the license agreement; and • The License fee is paid in the agreed timeframe. 1.2 The Tenant will be held liable for the entire license fee for the agreed license period unless the agreement can be terminated under one of the following conditions: • A break of the agreement is requested by the Tenant and another individual who is eligible to be a Tenant (see 1.1) within the accommodation is able to move into the same bedroom within five working days after the proposed end of the Tenancy. That individual must be willing to commit to financing at least the minimum remaining outstanding accommodation fees invoiced from the proposed tenancy end date until the original tenancy end date and agree to the terms and conditions of contract prior to the agreed end of original Tenancy; • A formal withdrawal/resignation from a course/employment at The Grimsby Institute of Further and Higher Education has been made within 14 days of the commencement of the license agreement. This must be accompanied by an acknowledged written withdrawal of the Tenancy to be provided to the Accommodation Team; • The Grimsby Institute requires the bedroom for alternative use and will credit the remaining outstanding fees liable, then this Lease shall not be affected thereby butand if necessary refund overpaid fees • The room and/or accommodation becomes inhospitable due to a fault on behalf of the Landlord, in such case, such specific date shall be forcing the need for evacuation of the room and/or building; • The Tenant falls critically ill and is forced to relocate; or • The Tenant dies. 1.3 The Landlord withholds the right to terminate the License agreement and seek possession if the Tenant: • is deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date in breach of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions terms and conditions of this Lease includingLicense by the Landlord; • has been violent or abusive towards a fellow learner, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any occupant or staff member of the provisions Grimsby Institute of this LeaseFurther and Higher Education; • refuses or is unable pay fees, charges or penalties issues by the fixed rent landlord’s • has been found in possession of class A, B or C drugs as well as other substances deemed illegal under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be proratedUK law; or • breaches UK law. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If Subtenant shall use and occupy the premises are not ready Subleased Premises solely for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy general office purposes (and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition usual uses ancillary thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force). (b) Tenant understandsSubtenant covenants that it will occupy the Subleased Premises in accordance with the terms of the Prime Lease and will not take any action or allow any of its employees, agents or contractors to take any action that would create a default by Sublandlord under any provision of the Prime Lease or any of the Rules and covenants Regulations from time to time applicable to the Subleased Premises. Any other provision in this Sublease Agreement to the contrary notwithstanding, Subtenant shall pay to Sublandlord as additional rent hereunder any and agrees, that Landlord shall not all sums which Sublandlord may be required to pay the Prime Landlord arising out of, by reason of, or resulting from Subtenant’s failure to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition observe one of more of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one terms and conditions of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by TenantPrime Lease. (c) Subject to If any Default or Event of Default described in the provisions Prime Lease shall occur in respect of Subtenant or Subtenant’s property, or if Subtenant shall default in the payment of rent or additional rent hereunder or in the performance or observance of any of the terms, covenants and conditions of this Sublease Agreement or of the Prime Lease on the part of Subtenant to be performed or observed all beyond any applicable notice and cure periods, Sublandlord shall be entitled to exercise any and all remedies available at law or in equity and/or any or all of the rights and remedies reserved by Prime Landlord in the Prime Lease, including, including but not limited toto those rights and remedies provided by the Prime Lease, Article 6 hereofwhich Sections are hereby incorporated herein by reference as if fully set forth herein and as if Sublandlord were the “Landlord” and Subtenant were the “Tenant.” Notwithstanding the foregoing or anything herein or in the Master Lease to the contrary, Tenantin the event any payments required hereunder are not paid when due, at Tenant's sole cost the same shall not constitute a Default or Event of Default unless Subtenant’s failure to pay continues for five (5) days after written notice from Sublandlord to Subtenant of such late payment for the first late payment in any given twelve (12) month period and expense, in the event of a second late payment in the same twelve (12) month notice the Default or Event of Default shall be permitted to install an air conditioning generator in automatic without the premises and Landlord will permit necessary duct work therefor to be installed in the portion requirement of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlordnotice. (d) Tenant, by entering into occupancy If Subtenant shall default in the performance of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all any of its obligations hereunder hereunder, beyond any applicable notice and that cure periods, Sublandlord at its option may perform such obligations and, if necessary, enter the premises were Subleased Premises for such purpose. Subtenant shall pay to Sublandlord, within ten (10) days of Sublandlord’s written demand, the amount of all costs and expenses reasonably incurred by Sublandlord in satisfactory condition as the performance of the date of any such occupancyobligations. Landlord Any action taken by Sublandlord pursuant to this Section shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason constitute a waiver of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day Sublandlord’s other than the first day of a calendar month, the fixed rent for such calendar month shall be proratedrights and remedies hereunder. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If Sublessee covenants that it will occupy the premises are Subleased Premises in accordance with the terms of the Lease and will not ready for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed suffer to be postponed until done or omit to do any act, which may result in violation of or a default under any of the date when terms and conditions of the premises are ready Lease, or render Sublessor liable for Tenantany charge or expense. Sublessee further covenants and agrees to indemnify Sublessor against and hold Sublessor harmless from any loss or liability arising out of by reason of, or resulting from Sublessee's occupancy failure to perform or observe any of the terms and Tenant conditions of the Lease pertaining to the Subleased Premises. Any other provision in this Agreement to the contrary notwithstanding, Sublessee shall not have pay to Sublessor as additional rent any claim against Landlord, and Landlord shall have no liability all sums which Sublessor may be required to Tenantpay to its Lessor arising out of, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponedof, the expiration date or resulting from Sublessee's failure to perform or observe one or more of the term terms and conditions of this the Lease set forth in Article 1 hereof shall be extended by the number of days equal pertaining to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in forceSubleased Premises. (b) Tenant understands, and covenants and agrees, Sublessee agrees that Landlord Sublessor shall not be required to perform any work of the covenants and obligations of Sublessor hereunder that are required to be performed under the Lease by Lessor thereunder; Sublessee acknowledges that Sublessor shall be entitled to look to Lessor for such performance. Sublessor shall take such good faith actions as may reasonably be indicated, under the circumstances, to secure such performance upon Sublessee's written request therefore, but in no event shall Sublessor be liable for Lessor's failure to perform or there installations shall Sublessee be entitled to a rent abatement of any kind (except as provided in or Section 3(d)(i) above). Such good faith action shall be limited to: (a) upon Sublessee's request, immediately notifying Lessor of its nonperformance under the Lease and request that Lessor perform its obligations under the Lease and (b) permitting Sublessee to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, commence a legal action in its "as is" condition existing on own name to obtain the term commencement datespecific performance required from Lessor under the Lease; provided, however, Landlord that Sublessee shall deliver the premises to Tenant on the term commencement date vacant pay all reasonable costs and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever expenses incurred in connection with the compressor so used therewith and Sublessee shall indemnify and hold Sublessor harmless against all claims, losses, reasonable costs and expenses incurred by Tenant.Sublessor in connection therewith. Initials: Sublessee: WLW Sublessor: PS Lessor: ____________ (c) Subject to If any event described in Paragraph 18 (Default and Remedies) of the provisions Lease shall occur in respect of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, Sublessee or the Subleased Premises or if Sublessee shall be permitted to install an air conditioning generator default in the premises and Landlord will permit necessary duct work therefor to be installed payment of Base Rent or additional rent hereunder or in the portion performance of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason observance of any of the provisions terms, covenants or conditions of this LeaseAgreement of Sublease or of the Lease on the part of the Sublessee to be performed or observed, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month Sublessor shall be proratedentitled to the rights and remedies herein provided or reserved by Lessor in the Lease. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. The Premises are to be occupied as living quarters for no more than adults and occupants under the age of 18. Only those adults specifically named above may occupy and use the Premises. Tenant agrees to notify Landlord in writing of any extended vacations or absences from the Premises as to the dates Tenant shall be absent. Tenant further agrees to request in writing the authorization for other persons to occupy the Premises while Tenant is absent. Occupancy by anyone other than those named above for more than 3 days within any one week period, shall constitute a breach of the Rental Agreement, unless, prior consent is obtained in writing by Landlord. Security, Cleaning, Damage, and Rent Deposit $ (a$ ) If Cable Deposit $ ($ ) Double Deposit $ ($ ) Total Deposits Collected: $ ($ ) A) DEPOSITS: Tenant(s) shall deposit with Landlord the premises sum of Dollars ($ ), payable prior to occupancy with certified funds only, which are not ready applied towards all deposits. At no time shall deposits be used during the occupancy or term of the Rental Agreement for the payment of rent. The Landlord shall furnish, no later than 30 days after Tenant has vacated the Premises, an itemized statement for all deposits. Landlord may use/deduct deposit funds for the damage, cleaning, legal expenses, costs of collection, loss of personal property of Landlord included in this Rental Agreement, loss of rents, late fees, service fees, non- sufficient fund fees, Tenant caused billing, photographs of damage, pest control, cost to change locks, termination fees, and re-rent fees. Tenant understands any deposit will only be refunded once the Premises is completely vacated and all of Tenant's occupancy ’s personal property is removed. Any refund of any deposit will be made payable to all Tenants as shown on the term commencement datecurrent Agreement. Should Landlord change management or sell the Premises, then Tenant authorizes Landlord to transfer any deposits or other Tenant related funds to new Landlord or management, less any fees owed to Landlord as described within this Lease shall Agreement and hold Landlord harmless from the assignment date and forward. If Tenant has made a security deposit with a prior Landlord or property manager other than First Rate Property Management, Inc and the deposit has not be affected thereby but, in such case, such specific date shall be deemed been transferred to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against current Landlord, the Tenant understands that any refund of the deposit must be pursued directly from the prior Landlord or property manager and that Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof responsibility for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenantsame. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If the premises are not ready for Tenant's ’s occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's ’s occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) . Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there their installations in or to the premises or the Building and Tenant further convents covenants and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "“as is" ” condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant Xxxxxx further understands and agrees that Landlord Xxxxxxxx makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not no warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) . Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's Xxxxxx’s sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's ’s use or occupancy of said portion so occupied by Landlord. (d) . Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) . Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's ’s sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's Xxxxxx’s occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) . If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) . A copy of the Certificate of Occupancy covering the Building is attached hereto. Use of Premises. Tenant shall not use the premises or any part thereof, or permit the premises or any part thereof to be used, for any purpose other than the use hereinabove specifically mentioned, subject, however, to all the covenants, agreements, terms, provisions and conditions of this Lease. Those portions, if any, of the premises which on the plan(s) attached hereto are shown as toilets and utility areas shall be used by Tenant only for the purposes for which they are designed. Tenant will not at any time use or occupy the premises or any part thereof, or permit the premises or any part thereof to be used or occupied, in violation of the certificate of occupancy (temporary or final) issued for the Building and/or the premises. Tenant shall not use or permit the use of the premises or any part thereof in any way which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful purposes or in any unlawful manner and Tenant shall not suffer or permit the premises or any part thereof to be used in any manner or anything to be done therein or suffer or permit anything to be brought into or kept in the premises which, in the judgment of Landlord, shall in any way impair or tend to impair the character, reputation or appearance of the Building as a first-class office building, impair or interfere with or tend to impair or interfere with any of the Building services or the proper and economic heating, cleaning, air conditioning or other servicing of the Building or the premises, or impair or interfere with or tend to impair or interfere with the use of any of the other areas of the Building by, or occasion discomfort, inconvenience or annoyance to, any of the other tenants or occupants of the Building. Tenant shall not install any electrical or other equipment of any kind which, in the judgment of Landlord, might cause any such impairment, interference, discomfort, inconvenience or annoyance. Except as set forth in Article 1 hereof, Tenant will not, and will not permit anyone to, sell or traffic in any spirituous liquors, wine, ale or beer in or from the premises or carry on any manufacturing in the premises. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business or other activity carried on in the premises, Tenant, at Tenant’s expense, shall duly procure and thereafter maintain such license or permit and submit the same to inspection by Landlord. Tenant, at Tenant’s expense, shall, at all times, comply with the terms and conditions of each license or permit.

Occupancy. (a) If the premises are not ready for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto understand and agree that this Article 2 constitutes an express provision the Addition is anticipated to be complete and ready for occupancy as evidenced by a Certificate of Occupancy to be issued by the relevant jurisdiction on or about the 10th day of January, 2000 (the "Estimated Addition Completion Date"). Landlord shall exert its best efforts toward the end that the Improvements be completed on or before January 10, 2000. Landlord agrees to give Tenant written notice as to whether or not the time at which Landlord shall deliver possession of Addition will be completed by the premises Estimated Addition Completion Date as soon as possible, but in any event not later than thirty (30) days prior to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in forceEstimated Addition Completion Date. (b) Tenant's responsibility for payment of amounts set forth in Sections 2.1.A and 2.2.A hereof shall commence on that date (the "Addition Rental Commencement Date") which is the earliest of (i) ten (10) business days following receipt by the Tenant understandsof a copy of those items required under Section 3.04 of the First Supplement to Loan Agreement, (ii) that date on which Tenant commences actual productive use (as distinct from installation of Addition Fixtures and covenants Addition Equipment) of the Addition as part of the existing distribution facility, or (iii) April 30, 2000. Tenant's occupancy of the Addition shall commence on that date (the "Addition Occupancy Commencement Date") which is the earlier of (1) ten (10) business days following receipt by the Tenant of a copy of those items required under Section 3.04 of the First Supplement to Loan Agreement or (2) that date on which Tenant commences actual productive use (as distinct from installation of Addition Fixtures and agrees, that Landlord shall not be required to perform any work or there installations in or Addition Equipment) of the Addition as part of the existing distribution facility. Notwithstanding anything to the premises or the Building and contrary herein, Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability obligation to pay Addition Company Payments until after the Addition Occupancy Commencement Date and until after all amounts (if any) due to Tenant under the Agreement and Indemnification of any kind or nature whatsoever even date herewith (the "Indemnification Agreement") have been paid in connection with the compressor so used by Tenantfull. (c) Subject Tenant's obligation to pay those amounts set forth in Sections 2.1.A and 2.2.A hereof (other than Addition Company Payments) shall arise on the Addition Rental Commencement Date regardless of any disputes which may occur between Landlord and Tenant concerning construction of the Addition, subject to the provisions of paragraph 7.7.A of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by LandlordAmendment. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. The Landlord shall not construct or cause to be responsible for latent defects constructed the Addition substantially in accordance with the 1999 Plans and the 1999 Construction Budget (as defined in the Building or the premises. (eFirst Supplement to Loan Agreement) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.hereto as Exhibit "

Occupancy. (a) If In the event that LESSEE takes possession of said leased premises are not ready prior to the start of said term, LESSEE will perform and observe all of LESSEE's covenants from the date upon which LESSEE takes possession except the obligation for Tenant's occupancy on the term commencement date, then this Lease payment of extra rent for any period of less than one month. LESSEE shall not be affected thereby butremove LESSEE's goods or property from the leased premises other than in the ordinary and usual course of business, in without having first paid and satisfied LESSOR for all rent which may become due during the entire term of this lease. LESSOR shall have the right to relocate LESSEE to another facility upon prior written notice to LESSEE and on terms comparable to those herein. If LESSOR relocates LESSEE, LESSOR shall reimburse LESSEE for LESSEE's reasonable out-of-pocket expenses for moving LESSEE's furniture, equipment, and supplies from the leased premises to the relocation space and for reprinting LESSEE's stationery of the same quality and quantity as LESSEE's stationery supply on hand immediately before LESSOR's notice to LESSEE of the exercise of this relocation right. Upon such caserelocation, such specific date the relocation space shall be deemed to be postponed until the date when leased premises and the premises are ready for Tenant's occupancy terms of the lease shall remain in full force and Tenant shall not have any claim against Landlord, and Landlord shall have no liability apply to Tenant, by reason of any such postponement of such specific datethe relocation space. In the event that LESSEE continues to occupy or control all or any part of the term commencement date leased premises after the agreed termination of this lease without the written permission of LESSOR, then LESSEE shall be postponedliable to LESSOR for any and all loss, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended damages or expenses incurred by the number of days equal to the number of days by which the term commencement date was so postponed andLESSOR, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required terms of this lease shall continue to apply except that rent shall be modified by reason due in full monthly installments at a rate of one hundred fifty (150) percent of that which would otherwise be due under this lease, it being understood between the parties that such postponement. The parties hereto agree that this Article 2 constitutes an express provision extended occupancy is as to the time a tenant at which Landlord shall deliver possession of the premises to Tenant, sufferance and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof is solely for the use permitted hereunderbenefit and convenience of LESSEE and as such has greater rental value. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at TenantLESSEE's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use control or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy all or any part of the premises, leased premises beyond noon on the last day of any monthly rental period shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenantconstitute LESSEE's occupancy for the use permitted hereunder includingan entire additional month, but not limited to, the construction of demising walls. (f) If, by reason and increased rent as provided in this section shall be due and payable immediately in advance. LESSOR's acceptance of any of the provisions of this Lease, the fixed rent under this Lease payments from LESSEE during such extended occupancy shall commence on any day other than the first day of not alter LESSEE's status as a calendar month, the fixed rent for such calendar month shall be proratedtenant at sufferance. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If the premises are not ready for Tenant's ’s occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's ’s occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents covenants and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "“as is" ” condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant Xxxxxx further understands and agrees that Landlord Xxxxxxxx makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not no warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's ’s sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's ’s use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants and agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's ’s sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's Xxxxxx’s occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If the premises are not ready for Tenant's ’s occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's ’s occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there their installations in or to the premises or the Building and Tenant further convents covenants and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "“as is" ” condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant Xxxxxx further understands and agrees that Landlord Xxxxxxxx makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not no warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's ’s sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's ’s use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's ’s sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's Xxxxxx’s occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If the premises are not ready for Tenant's ’s occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, ’s by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth for in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition addition, thereto, each date set forth in clause clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "“as is" ” condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant Xxxxxx further understands and agrees that Landlord Xxxxxxxx makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's ’s sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor therefore to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's ’s use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up upon to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's ’s sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's Xxxxxx’s occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by any reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If the premises are not ready for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant Xxxxxx further understands and agrees that Landlord Xxxxxxxx makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If Occupancy by the premises are not ready for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date Tenant shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and that of a Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date under all of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions covenants and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at and Tenant's sole cost liability for rent, taxes, insurance and expense, common area maintenance obligations shall perform all work commence and other alterations and installations necessary in order to prepare become payable on the premises for Tenant's occupancy for date Tenant takes possession of the use permitted hereunder including, but not limited topremises. As used herein, the construction phrase "the day Tenant takes possession" shall mean the day that Landlord has provided the Tenant with written notice that the improvements have been substantially completed in accordance with the plans and specifications, which notice shall have attached a certificate of demising walls. (f) If, occupancy or a photocopy thereof issued by reason of any of the provisions of this Lease, proper governmental authority or project architect. Should the fixed rent under this Lease shall commence occupancy date occur on any day other than the first day of a calendar the month, rent, taxes, insurance and maintenance charges for the fixed rent for such calendar month shall be proratedprorated and the initial ten (10) year term of this Lease shall commence on the first day of the month following the occupancy date. (ga) A copy It is the intent of both Landlord and Tenant to have the new space ready for occupancy within seven (7) months after receipt of building permit. If the Leased Premises are not substantially completed (as hereinafter defined) within ten (10) months after receipt of building permit, then Landlord agrees to reimburse Tenant all reasonable costs of securing, moving to and from, and renting temporary alternative facilities. If the Leased Premises are not substantially completed (as hereinafter defined) within sixteen (16) months after receipt of building permit, then Tenant shall have the option to terminate this Lease as well as the lease dated January 15, 1988. Provided the cause of the Certificate delay was not due to the actions or negligence of Occupancy covering Tenant, or through acts of "Force Majeure" as described in Article 36. Tenant's right to terminate said Leases for failure of Landlord to "Substantially Complete" the Building leased premises within said time period will be Tenant's sole remedy. Promptly after the Lease Commencement Date is attached heretoascertained, Landlord and Tenant shall execute an amendment affirming the Lease Commencement Date and the Lease Expiration Date.

Occupancy. (a) If the premises are not ready for Tenant's ’s occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's ’s occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there their installations in or to the premises or the Building and Tenant further convents covenants and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "“as is" ” condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant Xxxxxx further understands and agrees that Landlord Xxxxxxxx makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not no warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's ’s sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's ’s use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's ’s sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's ’s occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (aA) If Tenant shall have the premises are not ready right to take possession of portions of the Premises (including, without limitation, portions of the 12th Floor Space if Tenant exercises the 12th Floor Extension Option) as Landlord delivers the same to Tenant for the performance of Tenant's occupancy on Work and/or for the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for moving therein of Tenant's occupancy furniture, furnishings and personal property, and no such possession for such purposes shall accelerate the Commencement Date. Tenant shall have the obligation to take possession of a Substantial Portion of the Premises promptly after Landlord delivers the same to Tenant. In addition, Landlord and Tenant shall not have any claim against Landlordmutually cooperate, and Landlord shall have no liability at Tenant's request from time to Tenanttime, by reason in the establishment and/or revision from time to time of any such postponement a phased occupancy schedule (the "Phasing Plan") whereby Tenant may take occupancy of such specific date. In designated whole floors or other portions of the event Premises (including, without limitation, portions of the term commencement date 12th Floor Space if Tenant exercises the 12th Floor Extension Option) for the actual conduct of its business operations prior to the Commencement Date, in which case the Rent Abatement Period (as defined in Paragraph 2 below) shall be postponed, adjusted so that a pro-rata portion of Base Rent (in accordance with the expiration date percentage of the term Premises so occupied) shall commence to accrue one (1) year after the first date on which Tenant shall take occupancy for such purposes. Notwithstanding any provision of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number contrary, if Tenant commences construction of days by which the term commencement date was so postponed andTenant's Work within any portion of the Premises prior to the Delivery Date and Tenant subsequently terminates the Lease due to Landlord's failure to deliver to Tenant possession of a Substantial Portion of the Premises, in Tenant shall remove (or at Landlord's election, reimburse Landlord for the cost of removing) that portion of the completed Tenant's Work that Landlord reasonably determines would materially burden Landlord's efforts to re-lease the Premises to another tenant; provided that the provisions of this sentence shall not apply if Landlord terminates this Lease prior to the Commencement Date pursuant to a right reserved to Landlord. (B) In addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of to the foregoing, Tenant will, at if (1) the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required Commencement Date shall be determined to be modified by reason October 1, 2003 or any later first day of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have a calendar quarter pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including(2) the state of completion of the Premises is such as would allow Tenant to lawfully occupy same (or any portion or portions thereof), and (3) if Tenant believes, in its good faith business judgment, that there is a high probability that the Damages (as defined below, but not limited to, Article 6 hereof, Tenant, at including any Damages for any period of time covered by a Tenant 111 Extension Agreement) will exceed $1 Million and (4) Landlord has failed to provide to Tenant within a reasonable period of time following its receipt of Tenant's sole cost and expensewritten request commercially reasonable financial evidence demonstrating Landlord's financial means to pay said amount as the same is expected to accrue, shall be permitted then Tenant may, upon written notice thereof to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion (accompanied by its written certification of the Building presently occupied by Landlordreasons therefor) take occupancy of all or portion or portions of the Premises which can be lawfully occupied, and commence business operations therein (the foregoing being referred to as an "Early Mitigating Move"). Upon prior notice to LandlordIn the case of an Early Mitigating Move, Landlord shall remain liable for any Excess Rent Liability and Damages covering the same period as would have been effective but for the Early Mitigating Move (but with the benefit of any actual mitigation of damages ensuing from the Early Mitigating Move), but in such case, Tenant shall be permitted entitled to enter the portion of the Building occupied an equitable reduction in its Basic Rent as mutually and in good faith agreed by Landlord and Tenant, for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than period until the first day of a the succeeding calendar month, the fixed rent for such calendar month quarter. Such equitable reduction shall be prorated. (g) A copy determined on the basis of the Certificate amount Landlord would reasonably save by reason of Occupancy covering the Building is attached heretoEarly Mitigating Move and the additional adverse impact on Tenant resulting from the Early Mitigating Move.

Occupancy. (a) If the premises are not ready for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, use and Landlord occupy demised premises for Office Space and for no other purpose. TENANT ALTERATIONS: 3. Tenant shall have make no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations changes in or to the demised premises or the Building and Tenant further convents and agrees that the premises are leased to Tenantof any nature without Owner's prior written consent of Owner, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, article. Tenant, at Tenant's sole cost and expense, may make alterations, installations, additions or improvements which are non-structural and which do not affect utility services or plumbing and electrical lines, in or to the interior of the demised premises by using contractors or mechanics first approved in each instance by Owner. Tenant shall, before making any alterations, additions, installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall delivery promptly duplicates of all such permits, approvals and certificates to Owner and Tenant agrees to carry and will cause Tenant's contractors and sub-contractors to carry such workman's compensation, gxxxxxx xxability, personal and property damage insurance as Owner may require. If any mechanic's lien is filed against the demised premises, or the building of which the same forms a part, 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 permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied discharged by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenantwithin thirty days thereafter, at Tenant's sole cost and expense, shall perform by payment or filing the bond required by law. All fixtures and all work paneling, partitions, railings, and other alterations and installations necessary like installations, installed in order to prepare the premises for at any time, either by Tenant or by Owner on Tenant's occupancy for behalf, shall, upon installation, become the use permitted hereunder includingproperty of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to the Tenant no later than twenty days prior to the date fixed at the termination of this lease, elects to relinquish Owner's right thereto and to have them removed by Tenant, in which event the same shall be removed from the premises by Tenant prior to the expiration of the lease, at Tenant's expense. Nothing in this Article shall be construed to give Owner title to or to prevent Tenant's removal of trade fixtures, moveable office furniture and equipment, but not limited to, the construction of demising walls. (f) If, by reason upon removal of any such from the premises or upon removal of other installations as may be required by Owner, Tenant shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation and repair any damage to the demised premises or the building due to such remove. All property permitted or required to be removed by Tenant at the end of the provisions of this Lease, term remaining in the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month premises after Tenant's removal shall be prorateddeemed abandoned and may, at the election of Owner, either be retained as Owner's property or may be removed form the premises by Owner, at Tenant's expense. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If Sublessee covenants that it will occupy the premises are Subleased Premises in accordance with the terms of the Lease and will not ready for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed suffer to be postponed until done or omit to do any act, which may result in violation of or a default under any of the date when terms and conditions of the premises are ready Lease, or render Sublessor liable for Tenantany charge or expense. Sublessee further covenants and agrees to indemnify Sublessor against and hold Sublessor harmless from any loss or liability arising out of by reason of, or resulting from Sublessee's occupancy failure to perform or observe any of the terms and Tenant conditions of the Lease pertaining to the Subleased Premises. Any other provision in this Agreement to the contrary notwithstanding, Sublessee shall not have pay to Sublessor as additional rent any claim against Landlord, and Landlord shall have no liability all sums which Sublessor may be required to Tenantpay to its Lessor arising out of, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponedof, the expiration date or resulting from Sublessee's failure to perform or observe one or more of the term terms and conditions of this the Lease set forth in Article 1 hereof shall be extended by the number of days equal pertaining to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in forceSubleased Premises. (b) Tenant understands, and covenants and agrees, Sublessee agrees that Landlord Sublessor shall not be required to perform any work of the covenants and obligations of Sublessor hereunder that are required to be performed under the Lease by Lessor thereunder; Sublessee acknowledges that Sublessor shall be entitled to look to Lessor for such performance. Sublessor shall take such good faith action as may reasonably be indicated, under the circumstances, to secure such performance upon Sublessee's written request therefore, but in no event shall Sublessor be liable for Lessor's failure to perform or there installations shall Sublessee be entitled to a rent abatement of any kind (except as provided in or Section 3(d)(i) above). Such good faith action shall be limited to: (a) upon Sublessee's request, immediately notifying Lessor of its nonperformance under the Lease and request that Lessor perform its obligations under the Lease and (b) permitting Sublessee to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, commence a legal action in its "as is" condition existing on own name to obtain the term commencement datespecific performance required from Lessor under the Lease; provided, however, Landlord that Sublessee shall deliver the premises to Tenant on the term commencement date vacant pay all reasonable costs and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever expenses incurred in connection with the compressor so used therewith and Sublessee shall indemnify and hold Sublessor harmless against all claims, losses, reasonable costs and expenses incurred by TenantSublessor in connection therewith. (c) Subject to If any event described in Paragraph 18 (Default and Remedies) of the provisions Lease shall occur in respect of this Lease, including, but not limited to, Article 6 hereof, Tenant, at TenantSublessee or the Subleased's sole cost and expense, Premises or if Sublessee shall be permitted to install an air conditioning generator default in the premises and Landlord will permit necessary duct work therefor to be installed payment of Base Rent or additional rent hereunder or in the portion performance of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason observance of any of the provisions terms, covenants or conditions of this LeaseAgreement of Sublease or of the Lease on the part of Sublessee to be performed or observed, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month Sublessor shall be proratedentitled to the rights and remedies herein provided or reserved by Lessor in the Lease. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If Sublandlord shall deliver, and Subtenant shall accept, possession of the premises are not ready for Tenant's occupancy Subleased Premises in their "AS IS" condition as the Subleased Premises exists on the term commencement datedate hereof, then this for purposes of Subtenant's general contractor constructing Subtenant's improvements. Notwithstanding the foregoing, Sublandlord agrees (i) to use commercially reasonable efforts to enforce the provisions of the Master Lease shall not be affected thereby but, as and when necessary such that Landlord completes all work required of Landlord in such case, such specific date shall be deemed to be postponed until the date when construction of the premises are ready for Tenant's occupancy and Tenant shall not have any claim against LandlordBuilding, and Landlord (ii) to either enforce or assign to Subtenant any warranties received by Sublandlord (whether directly or by assignment from Landlord) from contractors or suppliers. Sublandlord shall have no liability obligation to Tenantfurnish, by reason of render or supply any such postponement of such specific datework, labor, services, materials, furniture, fixtures, equipment, decorations or other items to make the Subleased Premises ready or suitable for Subtenant's occupancy. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the event Subleased Premises or the term commencement date shall be postponedBuilding, the expiration date of the term of this Lease except as expressly set forth in Article 1 hereof shall be extended by this Sublease. Subtenant acknowledges that Sublandlord has afforded Subtenant the number of days equal to the number of days by which the term commencement date was so postponed andopportunity for full and complete investigations, in addition thereto, each date set forth in clause (a) through examinations and including (c) of said Article 1 shall likewise be extended by said number of days. In the event inspections of the foregoing, Tenant will, at Subleased Premises and the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession common areas of the premises Building. Subtenant acknowledges that it is not authorized to Tenant, and Tenant hereby waives make or do any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York alterations or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations improvements in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "Subleased Premises except as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this LeaseSublease and the Master Lease and that upon termination of this Sublease, including, but not limited to, Article 6 Subtenant shall deliver the Subleased Premises to Sublandlord in the same condition as the Subleased Premises were at the commencement of the Term hereof, Tenant, at Tenant's sole cost reasonable wear and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlordtear excepted. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If Sublessee shall use and occupy the premises are not ready Subleased Premises solely for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in forcebusiness offices. (b) Tenant understandsSublessee covenants that it will occupy the Subleased Premises in accordance with the terms of the Lease and will not suffer to be done or omit to do any act that may result in a violation of or a default under any of the terms and conditions of the Lease, and or render Sublessor liable for any charge or expense. Sublessee further covenants and agreesagrees to indemnify Sublessor against and hold Sublessor harmless from any loss or liability arising out of, by reason of, or resulting from, Sublessee's failure to perform or observe any of the terms and conditions of the Lease pertaining to the Subleased Premises. Any other provision in this Sublease to the contrary notwithstanding, Sublessee shall pay to Sublessor, as additional rent, any and all sums that Landlord Sublessor may be required to pay to Lessor arising out of, by reason of, or resulting from Sublessee's failure to perform or observe one or more of the terms and conditions of the Lease pertaining to the Subleased Premises. (c) Sublessee agrees that Sublessor shall not be required to perform any work of the covenants and obligations of Lessor under the Lease and, insofar as any of the covenants and obligations of Sublessor hereunder are required to be performed under the Lease by Lessor thereunder, Sublessee acknowledges that Sublessor shall be entitled to look to Lessor for such performance. Any default or there installations in failure of performance by Lessor shall not affect this Sublease or to the premises waive or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement datedefer any of Sublessee's obligations hereunder; provided, however, Landlord shall deliver that in the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility event of any such compressor and Landlord default or failure of performance by Lessor, Sublessor shall have no obligationtake such action as may reasonably be required, responsibility or liability of any kind or nature whatsoever in connection with under the compressor so used by Tenant. (c) Subject circumstances, to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenantsecure such performance upon Sublessee's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlordwritten request therefor. (d) Tenant, by entering into occupancy If any event described in Section 12.01 of the premises, Lease shall be conclusively deemed occur with respect to have agreed that Landlord, up to Sublessee or Sublessee's property or if Sublessee shall default in the time payment of such occupancy, had performed all rent or additional rent hereunder or in the performance or observance of its obligations hereunder and that the premises were in satisfactory condition as any of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions covenants and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any Sublease or of the provisions Lease on the part of this Sublessee to be performed or observed, Sublessor shall be entitled to the rights and remedies herein provided or reserved by Lessor in the Lease, including the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.rights and remedies set forth in Section 12.02

Occupancy. (a) If the premises are not ready for Tenant's occupancy on the term commencement date, then Except as hereinafter in this Lease shall not be affected thereby butspecifically provided, in such case, such specific date shall be deemed to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the leased premises to Tenantin "AS IS" condition, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a without warranty or representation on the part of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Landlord as --------------/--------------/ Lessor Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunderpremises. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left on the premises, except as otherwise specifically provided in this Lease. By occupying the leased premises, Tenant shall be deemed to have accepted the same and to have acknowledged that the premises are in the initial condition required by this Lease. The parties acknowledge that the Tenant is currently in possession of any kind or nature whatsoever in connection with the compressor so used by Tenantpremises pursuant to the terms and conditions of a prior lease between the parties. (c) Subject ARTICLE II - MINIMUM RENT AND RENT PROVISIONS, SECURITY DEPOSIT, ADDITIONAL RENT AND PERCENTAGE RENT A. MINIMUM RENTAL IN BASE YEAR: Lessee shall pay to the provisions Lessor (subject to Article VII, "Eminent Domain" or any other section of this Lease, includingif any, but not limited tothat may specifically provide for a change in Minimum Rent), Article 6 hereofa total minimum rental of FOUR HUNDRED SEVENTY EIGHT THOUSAND EIGHT HUNDRED and no/100 ($478,800.00) Dollars, Tenantplus applicable sales tax for the term of this lease, at Tenant's sole cost and expense, together with all other amounts payable by the Lessee pursuant to the terms of this lease. Said rental shall be permitted paid in installments in advance on or before the first day of each month during the base term of this lease, each installment to install an air conditioning generator be paid in the premises amount of THIRTEEN THOUSAND SIX HUNDRED EIGHTY and Landlord will permit necessary duct work therefor to be installed in no/100 ($13,680.00) dollars per month, PLUS APPLICABLE FLORIDA SALES TAX. Lessee shall pay the portion of minimum rent herein reserved, without any demand, deduction or set off, promptly upon the Building presently occupied by Landlord. Upon prior notice to Landlorddays the same becomes due and payable, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the Lessor at 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx 00000-0000 or at such other address or to such other person as may from time of such occupancy, had performed all of its obligations hereunder and that to time be designated by the premises were in satisfactory condition as of Lessor. Should the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence Rent Commencement Date occur on any a day other than the first day of a calendar month, then the fixed rent Rent for the period from such calendar date to the first day of the first full month shall be proratedprorated on a per-diem basis. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) 27.1 If this lease provides for construction prior to occupancy, Landlord shall be entitled to designate other space comparable to the premises are not ready Demised Premises for occupancy by the Tenant prior to the Commencement Date. Further, Landlord shall be entitled to relocate the Demised Premises to a comparable location in the Building after occupancy by Tenant provided that Landlord pays the costs and expenses of moving Tenant's occupancy goods and inventory. 27.2 Notwithstanding anything to the contrary contained herein, when the word "Shopping Center" is used, it is meant to be "Building". 27.3 The liability of Landlord to Tenant for any default by Landlord under the terms of this lease shall be limited to the proceeds of sale on execution of the interest of Landlord in the Demised Premises; and Landlord shall not be personally liable for any deficiency, except that Landlord shall, subject to the provisions of Section 17.5 hereof, remain personally liable to account to Tenant for any security deposited hereunder. This clause shall not be deemed to limit or deny any remedies which Tenant may have in the event of default by Landlord hereunder, which do not involve the personal liability of Landlord. 27.4 If any provision or term commencement dateof this lease should be held to be invalid or unenforceable, then the validity and enforceability of the remaining provisions and terms of this Lease lease shall not be affected thereby butthereby. 27.5 One or more waivers of any covenant, in term or condition of this lease by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party requiring such case, such specific date consent or approval shall not be deemed to waiver or render unnecessary consent to or approval of any subsequent similar act. 27.6 Whenever a period of time is herein prescribed for action to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant taken by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of Landlord. 27.7 Tenant agrees that it will from time to time upon request by Landlord execute and deliver to Landlord, within five (5) days after demand therefore, a statement in Landlord's form certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified). 27.8 Intentionally left blank. 27.9 Intentionally left blank. 27.10 The laws of the State in which the Demised Premises are located shall govern the interpretation, validity, performance and enforcement of this lease. If any claim provision of this lease should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this lease shall not be affected thereby. 27.11 The captions used herein are for convenience only and do not limit or amplify the provisions hereof. 27.12 Whenever herein the singular number is used, the same shall include the plural, and words of any gender shall include each other gender. 27.13 The terms, provisions and covenants contained in this lease shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest and legal representatives except as otherwise herein expressly provided. 27.14 This lease contains the entire agreement between the parties, and no agreement shall be effective to change, modify or terminate this lease in whole or in part unless such is in writing and duly signed by the party against whom enforcement of such change, modification or termination is sought. 27.15 LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THEY ARE NOT RELYING UPON ANY BROCHURE, RENDERING INFORMATION, REPRESENTATION OR PROMISE OF THE OTHER, OR AN AGENT OR BROKER, IF ANY, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS LEASE. 27.16 Because the Demised Premises are on the open market and are presently being shown, this lease shall be treated as an offer by Tenant subject to nonacceptance by Landlord, and this lease shall not be valid or binding on Landlord shall have unless and until accepted by Landlord in writing and a fully executed copy is delivered to both parties hereto. 27.17 Tenant warrants that it has had no liability to Tenantdealing with any broker or agent in connection with the negotiation or execution of this lease other than Landlord's broker, by reason of any such postponement of such specific dateif any. In the event the term commencement date shall be postponedany agent or broker other than Landlord's broker, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expenseif any, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlordmake a claim for a commission or fee, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building payment thereof and hereby agrees to indemnify and hold Landlord harmless from such claim for commission or the premisesfee. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If The Owner shall notify the premises are not ready Municipality at least one week prior to the proposed occupancy date in order to arrange for Tenant's occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, such specific date shall be deemed a site inspection to be postponed until the date when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in forceconducted. (b) Tenant understands, The Owner and covenants and agrees, that Landlord Encumbrancer shall not occupy or use or permit to be required to perform occupied or used any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing new building on the term commencement date; provided, however, Landlord shall deliver “Lands” before the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition provisions of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenantthis Agreement are complied with. (c) Subject to Substantial completion of the site is required before occupancy is allowed by the Municipality. The Municipality may permit the occupation or use of any new building or extension or a parking lot before all the provisions of this LeaseAgreement are complied with, includingsubject to the following conditions being satisfied: i) all off-site services required by this Agreement affecting the “Lands” have been completed to the satisfaction of the Municipality and in compliance with the terms and conditions of the this Agreement; ii) the Owner or Encumbrancer deposits with the Municipality a certified cheque in order to secure the completion of the provisions of this Agreement after occupancy has commenced, but including the landscaping. Notwithstanding the aforementioned permission, the Owner and Encumbrancer shall not limited tooccupy or use or permit to be occupied or used any new building or extension or parking lot on the “Lands” before all of the work, Article 6 hereofexcept landscaping, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy of said portion so occupied by LandlordMunicipality’s right-of-way is complete. (d) Tenant, by entering into occupancy of The Owner hereby authorizes the premises, shall be conclusively deemed Municipality to have agreed that Landlord, up to carry out the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason completion of any of the provisions of this LeaseAgreement and to use the funds secured by the said cheque for this purpose, if the Owner fails to complete the said work within the time agreed to in writing between the Municipality and the Owner at the time the Owner provides such cheque. Upon completion of the work, any unused balance shall forthwith be returned to the Owner and, should the funds deposited be insufficient, the fixed rent under this Lease Owner shall commence on any day other than forthwith pay to the first day of a calendar month, Municipality such sum as may be required to make up the fixed rent for such calendar month shall be prorated. (g) A copy total cost of the Certificate of Occupancy covering work. Failure to pay the Building is attached heretoamount within 30 days after the account has been submitted will result in the cost being added to the tax bill for the “Lands” and collected in like manner as municipal taxes.

Occupancy. (a) If A. Tenant will not at any time use or occupy the premises are not ready Premises in violation of the Certificate of Occupancy issued for Tenant's occupancy on the term commencement date, then Building. The statement in this Lease of the nature of the business to be conducted by Tenant shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until constitute a representation or guaranty by Landlord that such use is lawful or permissible in the date when Premises under the premises are ready Certificate of Occupancy for Tenant's occupancy the Building. Tenant has inspected the Premises and Tenant shall not have any claim against Landlord, furniture and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the term commencement date shall be postponedimprovements located therein (together, the expiration date “Improvements”) and accepts the Premises, the Building, the Building Systems and the Improvements in their as is condition as of the term of this Lease Commencement Date, subject to Landlord’s Work obligations as expressly set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days42. In the event of the foregoingany event, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord Lxxxxxxx makes no representations representation as to the condition of the premises or Premises, the Building, the Building Systems and the Improvements and Txxxxx agrees to accept the same subject to violations, whether or not of record. B. Landlord and Tenant hereby acknowledge and agree that certain furniture and improvements, as more particularly described on Schedule 15 annexed hereto and made a part hereof (the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant “Furniture”), shall be permitted to use one located in the Premises as of the two air conditioning compressors presently being used and designated by Landlord; providedCommencement Date, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) its then as-is condition. Subject to all of the provisions terms and conditions of this Lease, including, but not limited to, Article 6 Tenant shall have the right to use the Furniture during the Term hereof, Tenant, at Tenant's sole cost and expense, provided that such Furniture shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to shall remain Landlord’s property and shall not be installed in the portion of the Building presently occupied removed by LandlordTenant. Upon prior notice the expiration or sooner termination of this Lease, Tenant shall surrender the Premises and the Furniture in good order and condition, ordinary wear and tear excepted, together with any insurance proceeds received by Tenant attributable to damage to the Furniture to the extent such proceeds have not been expended for restoration of such Furniture (and Tenant hereby assigns to Landlord, Tenant which assignment shall be permitted to enter survive the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with expiration or affect Landlord or Landlord's use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions sooner termination of this Lease, the fixed rent under this Lease shall commence on right to receive any day other than the first day of a calendar month, the fixed rent for unpaid insurance proceeds payable in connection with damage to any such calendar month shall be proratedFurniture). (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

Occupancy. (a) If Tenant acknowledges that, as of the premises date hereof, the Premises are not ready occupied by another tenant or occupant. Therefore, Tenant agrees that if for Tenant's occupancy any reason Landlord is unable to obtain possession of the Premises from the said tenant or occupant and to deliver the same to Tenant on the term commencement dateor before April 1, then 1998, this Lease shall not be affected thereby butvoid or voidable nor shall Landlord or its agents, in such caseemployees or contractors be liable therefor, such specific date monetarily or otherwise, but the Commencement Date shall be deemed to be postponed until the date when Landlord delivers possession of the premises are ready for Premises to Tenant's occupancy . If Landlord is unable to obtain possession of the Premises and deliver possession thereof to Tenant on or before October 1, 1998, either Landlord or Tenant may elect to terminate this Lease by written notice to the other, which notice must be given before Tenant receives notice from Landlord that Landlord has received possession of the Premises, whereupon this Lease shall terminate and the parties hereto shall be discharged from any and all further obligations or liability hereunder. Landlord shall use all reasonable and lawful efforts to obtain possession of the Premises on April 1, 1998. Landlord acknowledges that Tenant is presently a subtenant of such occupant and Tenant shall not have occupies all or a part of the Premises. Therefore, if Landlord pursues any claim against Landlord, and Landlord shall have no liability action to Tenant, dispossess the said occupant from the Premises by reason of any such postponement of such specific date. In the event the term commencement date shall be postponed, the expiration date failure of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal said occupant to the number of days by which the term commencement date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord, enter into an agreement setting forth the term commencement date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver redeliver possession of the premises Premises to TenantLandlord, and Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Tenant understands, and covenants and agrees, that Landlord shall not be required seek during such action to perform any work or there installations in or to dispossess Tenant from the premises or Premises (if the Building and Tenant further convents and agrees that the premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. Landlord agrees that Tenant same shall be permitted to use one of by the two air conditioning compressors presently being used and designated by Landlord; providedjudge or agency having jurisdiction over such action, however, Landlord makes not warranty or representation with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by Tenant. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord. Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or without jeopardizing Landlord's use or occupancy of said portion so occupied by Landlordaction to dispossess such occupant from the Premises). (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building is attached hereto.